Document and Entity Information

9 Months Ended

Sep. 30, 2015

Nov. 6, 2015

Document and Entity Information [Abstract]

Entity Registrant Name

C H ROBINSON WORLDWIDE INC

Entity Central Index Key

0001043277

Current Fiscal Year End Date

--12-31

Entity Filer Category

Large Accelerated Filer

Document Type

10-Q

Document Period End Date

Sep. 30, 2015

Document Fiscal Year Focus

2015

Document Fiscal Period Focus

Q3

Amendment Flag

false

Trading Symbol

CHRW

Entity Common Stock, Shares Outstanding

143,624,857

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2015

Dec. 31, 2014

Current assets:

Cash and cash equivalents

$ 143,087

$ 128,940

Restricted cash

0

359,388

Receivables, net of allowance for doubtful accounts of $45,952 and $41,051

1,651,794

1,571,591

Deferred tax asset

16,057

7,746

Prepaid expenses and other

45,273

37,794

Total current assets

1,856,211

2,105,459

Property and equipment, net

190,244

152,471

Goodwill

1,097,740

825,038

Other intangible assets, net

126,353

98,330

Other assets

42,017

33,040

Total assets

3,312,565

3,214,338

Current liabilities:

Accounts payable

799,307

716,654

Outstanding checks

60,885

78,601

Accrued expenses:

Compensation and profit-sharing contribution

124,011

125,624

Income taxes

21,215

4,616

Other accrued liabilities

45,841

45,365

Current portion of debt

530,000

605,000

Total current liabilities

1,581,259

1,575,860

Long-term debt

500,000

Noncurrent income taxes payable

23,588

24,279

Deferred tax liabilities

76,144

66,961

Other long term liabilities

211

223

Total liabilities

2,181,202

2,167,323

Stockholders’ investment:

Preferred stock, $ .10 par value, 20,000 shares authorized; no shares issued or outstanding

0

Common stock, $ .10 par value, 480,000 shares authorized; 178,510 and 178,621 shares issued, 144,108 and 146,458 outstanding

14,411

14,646

Additional paid-in capital

365,524

321,968

Retained earnings

2,860,204

2,648,539

Accumulated other comprehensive loss

(44,073)

(28,610)

Treasury stock at cost (34,402 and 32,163 shares)

(2,064,703)

(1,909,528)

Total stockholders’ investment

1,131,363

1,047,015

Total liabilities and stockholders’ investment

$ 3,312,565

$ 3,214,338

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)

In Thousands, except Share data, unless otherwise specified

Sep. 30, 2015

Dec. 31, 2014

Statement of Financial Position [Abstract]

Receivables, allowance for doubtful accounts

$ 45,952

$ 41,051

Preferred stock, par value

$ 0.10

Preferred stock, shares authorized

20,000,000

Preferred stock, shares issued

0

Preferred stock, shares outstanding

0

Common stock, par value

$ 0.10

Common stock, shares authorized

480,000,000

Common stock, shares issued

178,510,000

178,621,000

Common stock, shares outstanding

144,108,000

146,458,000

Treasury stock, shares

34,402,000

32,163,000

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (USD $)

In Thousands, except Per Share data, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2015

Sep. 30, 2014

Sep. 30, 2015

Sep. 30, 2014

Revenues:

Transportation

$ 3,044,500

$ 3,073,382

$ 9,122,479

$ 8,922,261

Sourcing

374,753

393,980

1,142,752

1,190,604

Total revenues

3,419,253

3,467,362

10,265,231

10,112,865

Costs and expenses:

Purchased transportation and related services

2,484,409

2,575,619

7,518,895

7,507,966

Purchased products sourced for resale

346,269

364,179

1,048,633

1,099,063

Personnel expenses

264,077

244,621

783,220

703,904

Other selling, general, and administrative expenses

91,787

79,606

270,752

241,242

Total costs and expenses

3,186,542

3,264,025

9,621,500

9,552,175

Income from operations

232,711

203,337

643,731

560,690

Interest and other expense

(6,559)

(6,204)

(22,058)

(18,587)

Income before provision for income taxes

226,152

197,133

621,673

542,103

Provision for income taxes

86,720

72,152

238,557

205,339

Net income

139,432

124,981

383,116

336,764

Other comprehensive loss

(6,395)

(8,924)

(15,463)

(10,003)

Comprehensive income

$ 133,037

$ 116,057

$ 367,653

$ 326,761

Basic net income per share (in dollars per share)

$ 0.96

$ 0.85

$ 2.63

$ 2.28

Diluted net income per share (in dollars per share)

$ 0.96

$ 0.85

$ 2.63

$ 2.28

Basic weighted average shares outstanding (in shares)

144,578

146,646

145,423

147,661

Dilutive effect of outstanding stock awards (in shares)

204

210

178

158

Diluted weighted average shares outstanding (in shares)

144,782

146,856

145,601

147,819

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)

In Thousands, unless otherwise specified

9 Months Ended

Sep. 30, 2015

Sep. 30, 2014

OPERATING ACTIVITIES

Net income

$ 383,116

$ 336,764

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

49,513

43,442

Provision for doubtful accounts

11,975

15,917

Stock-based compensation

43,512

33,561

Deferred income taxes

(8,356)

901

Gain on divestiture

0

(1,848)

Loss on sale/disposal of assets

459

568

Changes in operating elements (net of acquisitions):

Receivables

(39,051)

(206,970)

Prepaid expenses and other

(6,347)

(4,081)

Other non-current assets

124

270

Accounts payable and outstanding checks

23,037

67,125

Accrued compensation and profit-sharing contribution

(3,585)

23,058

Accrued income taxes

17,774

2,690

Other accrued liabilities

(7,728)

(6,075)

Net cash provided by operating activities

464,443

305,322

INVESTING ACTIVITIES

Purchases of property and equipment

(19,317)

(19,291)

Purchases and development of software

(13,494)

(5,845)

Acquisitions, net of cash acquired

(367,108)

0

Restricted cash

359,388

0

Other

535

428

Net cash used for investing activities

(39,996)

(24,708)

FINANCING ACTIVITIES

Proceeds from stock issued for employee benefit plans

13,036

9,813

Stock tendered for payment of withholding taxes

(10,980)

(11,756)

Repurchase of common stock

(161,115)

(125,163)

Cash dividends

(171,448)

(157,590)

Excess tax benefit on stock-based compensation

7,298

6,202

Proceeds from short-term borrowings

5,508,000

3,498,000

Payments on short-term borrowings

(5,583,000)

(3,528,000)

Net cash used for financing activities

(398,209)

(308,494)

Effect of exchange rates on cash

(12,091)

(6,451)

Net increase (decrease) in cash and cash equivalents

14,147

(34,331)

Cash and cash equivalents, beginning of period

128,940

162,047

Cash and cash equivalents, end of period

$ 143,087

$ 127,716

GENERAL

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 operating through a network of offices located in North America, Europe, Asia, 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. Starting in 2015, we are reporting fees earned from our cash advance option provided to our contract carriers ("Payment Services") as a part of Truckload revenues. We had previously reported Payment Services revenues separately from Transportation revenues. The prior year amounts have been combined to conform with the current period presentation. This change in presentation had no effect on our prior year condensed consolidated results of operations, financial condition, or cash flows.

The condensed consolidated financial statements, which are unaudited, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

Consistent with SEC rules and regulations, we have condensed or omitted certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States. You should read the condensed consolidated financial statements and related notes in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2014.

GOODWILL AND OTHER INTANGIBLE ASSETS

The change in the carrying amount of goodwill is as follows (in thousands):




Balance, December 31, 2014	$	825,038
Acquisitions	274,526
Foreign currency translation	(1,824		)
Balance, September 30, 2015	$	1,097,740

A summary of our other intangible assets, with finite lives, which include primarily customer relationships and non-competition agreements, is as follows (in thousands):



	September 30, 2015			December 31, 2014
Gross	$	171,172		$	133,372
Accumulated amortization	(55,294		)	(36,917		)
Net	$	115,878		$	96,455

Other intangible assets, with indefinite lives, are as follows (in thousands):



	September 30, 2015		December 31, 2014
Trademarks	$	10,475	$	1,875

Amortization expense for other intangible assets is as follows (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Amortization expense	$	6,093	$	4,690	$	18,282	$	14,529

Estimated future amortization expense for identifiable intangible assets at September 30, 2015, for the remainder of 2015 and the next five years is as follows:



Remainder of 2015	$	6,101
2016	24,482
2017	24,204
2018	23,785
2019	23,785
2020	13,521
Total	$	115,878

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 liabilities as of and during the periods ended September 30, 2015, and September 30, 2014.

FINANCING ARRANGEMENTS

On October 29, 2012, we entered into a senior unsecured revolving credit facility for up to $500 million with a $500 million accordion feature (the "Credit Agreement") with a syndicate of financial institutions led by U.S. Bank. The purpose of this facility was to partially fund the acquisition of Phoenix International Freight Services, Ltd. ("Phoenix") and to allow us to continue to fund working capital, capital expenditures, dividends, and share repurchases. In December 2014, we amended the credit facility to increase the amount available from $500 million to $900 million and to extend the expiration date from October 2017 to December 2019.

As of September 30, 2015, and December 31, 2014, we had $530.0 million and $605.0 million in borrowings outstanding under the Credit Agreement, which is classified as a current liability on the condensed consolidated balance sheets. 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 September 30, 2015, the variable rate equaled LIBOR plus 1.125 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 the quarter ended September 30, 2015, was approximately 1.4 percent and at September 30, 2015, was approximately 1.3 percent. The weighted average interest rate incurred on borrowings during the quarter ended September 30, 2014, was approximately 1.6 percent and at September 30, 2014, was approximately 1.7 percent.

The Credit Agreement contains various restrictions and covenants. Among other requirements, we may not permit our leverage ratio, determined as of the end of each of our fiscal quarters, of (i) Consolidated Funded Indebtedness to (ii) EBITDA (earnings before interest, taxes, depreciation, and amortization), to exceed 3.00 to 1.00. We were in compliance with all of the financial debt covenants as of September 30, 2015.

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 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, the Purchasers purchased, on August 27, 2013, (i) $175,000,000 aggregate principal amount of the company’s 3.97 percent Senior Notes, Series A, due August 27, 2023 (the “Series A Notes”), (ii) $150,000,000 aggregate principal amount of the company’s 4.26 percent Senior Notes, Series B, due August 27, 2028 (the “Series B Notes”), and (iii) $175,000,000 aggregate principal amount of the company’s 4.60 percent Senior Notes, Series C, due August 27, 2033 (the “Series C Notes” and, together with the Series A Notes and the Series B Notes, the “Notes”). Interest on the Notes is payable semi-annually in arrears. We applied the proceeds of the sale of the Notes for share repurchases.

The Note Purchase Agreement contains customary provisions for transactions of this type, including representations and warranties regarding the company and its subsidiaries and various covenants, including covenants that require us to maintain specified financial ratios. The Note Purchase Agreement includes the following financial covenants: we will not permit our leverage ratio, determined as of the end of each of our fiscal quarters, of (i) Consolidated Funded Indebtedness to (ii) EBITDA (earnings before interest, taxes, depreciation, and amortization), to exceed 3.00 to 1.00; we will not permit the interest coverage ratio, as of the end of each of our fiscal quarters and for the twelve-month period then ending, of (i) Consolidated EBIT (earnings before income taxes) to (ii) Consolidated Interest Expense to be less than 2.00 to 1.00; and we will not permit, as of the end of each of our fiscal quarters, Consolidated Priority Debt to exceed 15 percent of Consolidated Total Assets. We were in compliance with all of the financial debt covenants as of September 30, 2015.

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. 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” (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 Company, Inc., a Minnesota corporation and an indirect wholly-owned subsidiary of the company.

The Notes were issued by the company to the initial purchasers in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Notes 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 approximated $506.7 million at September 30, 2015, based on observable market-based inputs compared to a carrying value of $500.0 million. If our long-term debt was recorded at fair value, it would be classified as a Level 2 liability.

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. 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 2009.

Our effective tax rate for the three months ended September 30, 2015 and 2014 was 38.3 percent and 36.6 percent, respectively. The lower rate for the three months ended September 30, 2014, was primarily due to foreign tax credits. In addition, the effective income tax rate for both periods is greater than the statutory federal income tax rate due to state income taxes, net of federal benefit.

ACCELERATED SHARE REPURCHASE

On August 24, 2013, we entered into two letter agreements with unrelated third party financial institutions to repurchase an aggregate of $500.0 million of our outstanding common stock (the "ASR Agreements"). The total aggregate number of shares to be repurchased pursuant to these agreements was determined based on the volume-weighted average price of our common stock during the purchase period, less a fixed discount of 0.94 percent. Under the ASR Agreements, we paid $500.0 million to the financial institutions and received 6.1 million shares of common stock with a fair value of $350.0 million during the third quarter of 2013, which represented approximately 70 percent of the total shares expected to be repurchased under the ASR agreements. One of the two financial institutions terminated their ASR Agreement and delivered 1.2 million shares in December 2013. We recorded this transaction as an increase in treasury stock of $425.0 million, and recorded the remaining $75.0 million as a decrease to additional paid-in capital on our consolidated balance sheet as of December 31, 2013. In February 2014, the remaining ASR Agreement was terminated. Approximately 1.2 million shares were delivered as final settlement of the remaining agreement. We reclassified the $75.0 million recorded in additional paid-in capital to treasury stock during the first quarter of 2014.

The delivery of 8.5 million shares of our common stock reduced our outstanding shares used to determine our weighted average shares outstanding for purposes of calculating basic and diluted earnings per share for the three months ended September 30, 2015, and September 30, 2014.

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 in our condensed consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Stock options	$	3,100	$	3,466	$	10,973	$	6,227
Stock awards	8,919		13,249		30,655		25,602
Company expense on ESPP discount	474		423		1,884		1,732
Total stock-based compensation expense	$	12,493	$	17,138	$	43,512	$	33,561

On May 9, 2013, our shareholders approved our 2013 Equity Incentive Plan, which allows us to grant certain stock awards, including stock options at fair market value and performance shares and restricted stock units, to our key employees and outside directors. A maximum of 3,400,000 shares plus the shares remaining available for future grants under the 1997 Plan as of May 9, 2013, can be granted under this plan. Approximately 3,191,473 shares were available for stock awards as of September 30, 2015. 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.

Stock Options - 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).

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 September 30, 2015, unrecognized compensation expense related to stock options was $51.1 million. The amount of future expense to be recognized will be based on the company’s earnings growth and certain other conditions.

Full Value Awards - We have awarded performance shares and restricted stock units to certain key employees and non-employee directors. These 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 17 percent to 22 percent and are calculated using the Black-Scholes option pricing model-protective put method. 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.

We have also awarded restricted shares and restricted stock units 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 and is being expensed over the vesting period of the award.

We have also issued to certain key employees and non-employee directors restricted stock units which are fully vested upon issuance. These units contain restrictions on the awardees’ ability to sell or transfer vested units for a specified period of time. The fair value of these units is established using the same method discussed above. These grants have been expensed during the year they were earned.

As of September 30, 2015, there is unrecognized compensation expense of $91.5 million related to previously granted full value awards. The amount of future expense to be recognized will be based on the company’s earnings growth and certain other conditions.

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 each quarter discounted by 15 percent. Shares vest immediately. The following is a summary of the employee stock purchase plan activity (dollar amounts in thousands):



Three Months Ended September 30, 2015
Shares purchased by employees	Aggregate cost to employees		Expense recognized by the company
46,667	$	2,689	$	474

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 26 contingent auto liability cases. For such legal proceedings, we have accrued an amount that reflects the aggregate liability deemed probable and estimable, but this amount is not material to our condensed 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 often unable 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.

ACQUISITIONS

On January 1, 2015, we completed the acquisition of Freightquote.com, Inc. ("Freightquote") for the purpose of enhancing our less than truckload and truckload businesses and expanding our e-commerce capabilities. Total purchase consideration was $398.6 million, which was paid in cash and is subject to post-closing cash and working capital adjustments, in accordance with the merger agreement. We used advances under the Credit Agreement to fund part of the cash consideration. 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
Receivables	56,228
Other current assets	2,395
Property and equipment	43,687
Identifiable intangible assets	37,800
Goodwill	274,526
Trademarks	8,600
Other noncurrent assets	3,421
Total assets	455,959

Accounts payable	(41,897		)
Accrued expenses	(5,485		)
Other liabilities	(9,970		)
Estimated net assets acquired	$	398,607

Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):



	Estimated Life (years)
Customer relationships	5	$	37,500
Noncompete agreements	5	300
Total identifiable intangible assets		$	37,800

We also acquired a trademark valued at $8.6 million which has been determined to be indefinite-lived. The Freightquote goodwill is a result of acquiring and retaining the Freightquote existing workforce and expected synergies from integrating their business into C.H. Robinson. The measurement period adjustment during the quarter ended September 30, 2015, to the previously recorded goodwill related to the settlement of certain working capital adjustments with the former shareholders of Freightquote. The offset to this adjustment was a reduction in the estimated receivable amount from the former shareholders of Freightquote. Purchase accounting is considered final as of September 30, 2015. The goodwill will not be deductible for tax purposes.

On an unaudited pro forma basis, assuming the Freightquote acquisition had closed on January 1, 2014, the results of C.H. Robinson including Freightquote, for the three and nine month periods ending September 30, 2014, would have resulted in the following (in thousands):



	Three Months Ended September 30, 2014
	C.H. Robinson		Freightquote		Combined
	As Reported		Operations		Pro Forma
Total revenues	$	3,467,362	$	165,201	$	3,632,563
Income from operations	203,337		7,716		211,053



	Nine Months Ended September 30, 2014
	C.H. Robinson		Freightquote		Combined
	As Reported		Operations		Pro Forma
Total revenues	$	10,112,865	$	468,907	$	10,581,772
Income from operations	560,690		16,593		577,283

For the three month and nine month period ending September 30, 2014, Freightquote pro forma financial information includes the following adjustments (in thousands):



	Three Months Ended September 30, 2014			Nine Months Ended September 30, 2014
Additional amortization expense on identifiable intangible assets	$	(1,890	)	$	(5,670	)
Other	1,009			2,948

The pro forma consolidated financial information was prepared for comparative purposes only and includes certain adjustments, as noted above. The adjustments are estimates based on currently available information, and actual amounts may have differed materially from these estimates. They do not reflect the effect of costs or synergies that would have been expected to result from the integration of the acquisition. The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the acquisition occurred at the beginning of each period presented or of future results of the consolidated entity. The results of operations and financial condition of Freightquote have been included in our condensed consolidated financial statements since the acquisition date of January 1, 2015.

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss is included in Stockholders' investment on our condensed consolidated balance sheets. The recorded balance, net of taxes, at September 30, 2015, and December 31, 2014, was $44.1 million and $28.6 million, respectively. Accumulated other comprehensive loss is comprised solely of foreign currency translation adjustment at September 30, 2015, and December 31, 2014.

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

Schedule of Goodwill

The change in the carrying amount of goodwill is as follows (in thousands):




Balance, December 31, 2014	$	825,038
Acquisitions	274,526
Foreign currency translation	(1,824		)
Balance, September 30, 2015	$	1,097,740

Schedule of Finite-Lived Intangible Assets by Major Class

A summary of our other intangible assets, with finite lives, which include primarily customer relationships and non-competition agreements, is as follows (in thousands):



	September 30, 2015			December 31, 2014
Gross	$	171,172		$	133,372
Accumulated amortization	(55,294		)	(36,917		)
Net	$	115,878		$	96,455

Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):



	Estimated Life (years)
Customer relationships	5	$	37,500
Noncompete agreements	5	300
Total identifiable intangible assets		$	37,800

Schedule of Indefinite-lived Intangible Assets by Major Class

Other intangible assets, with indefinite lives, are as follows (in thousands):



	September 30, 2015		December 31, 2014
Trademarks	$	10,475	$	1,875

Schedule of Amortization Expense

Amortization expense for other intangible assets is as follows (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Amortization expense	$	6,093	$	4,690	$	18,282	$	14,529

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Estimated future amortization expense for identifiable intangible assets at September 30, 2015, for the remainder of 2015 and the next five years is as follows:



Remainder of 2015	$	6,101
2016	24,482
2017	24,204
2018	23,785
2019	23,785
2020	13,521
Total	$	115,878

STOCK AWARD PLANS (Tables)

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs

A summary of our total compensation expense recognized in our condensed consolidated statements of operations and comprehensive income for stock-based compensation is as follows (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Stock options	$	3,100	$	3,466	$	10,973	$	6,227
Stock awards	8,919		13,249		30,655		25,602
Company expense on ESPP discount	474		423		1,884		1,732
Total stock-based compensation expense	$	12,493	$	17,138	$	43,512	$	33,561

Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity

The following is a summary of the employee stock purchase plan activity (dollar amounts in thousands):



Three Months Ended September 30, 2015
Shares purchased by employees	Aggregate cost to employees		Expense recognized by the company
46,667	$	2,689	$	474

ACQUISITIONS (Tables)

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

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
Receivables	56,228
Other current assets	2,395
Property and equipment	43,687
Identifiable intangible assets	37,800
Goodwill	274,526
Trademarks	8,600
Other noncurrent assets	3,421
Total assets	455,959

Accounts payable	(41,897		)
Accrued expenses	(5,485		)
Other liabilities	(9,970		)
Estimated net assets acquired	$	398,607

Schedule of Finite-Lived Intangible Assets by Major Class

A summary of our other intangible assets, with finite lives, which include primarily customer relationships and non-competition agreements, is as follows (in thousands):



	September 30, 2015			December 31, 2014
Gross	$	171,172		$	133,372
Accumulated amortization	(55,294		)	(36,917		)
Net	$	115,878		$	96,455

Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands):



	Estimated Life (years)
Customer relationships	5	$	37,500
Noncompete agreements	5	300
Total identifiable intangible assets		$	37,800

Pro Forma Information

On an unaudited pro forma basis, assuming the Freightquote acquisition had closed on January 1, 2014, the results of C.H. Robinson including Freightquote, for the three and nine month periods ending September 30, 2014, would have resulted in the following (in thousands):



	Three Months Ended September 30, 2014
	C.H. Robinson		Freightquote		Combined
	As Reported		Operations		Pro Forma
Total revenues	$	3,467,362	$	165,201	$	3,632,563
Income from operations	203,337		7,716		211,053



	Nine Months Ended September 30, 2014
	C.H. Robinson		Freightquote		Combined
	As Reported		Operations		Pro Forma
Total revenues	$	10,112,865	$	468,907	$	10,581,772
Income from operations	560,690		16,593		577,283

Business Acquisition, Pro Forma Information, Nonrecurring Adjustments

Freightquote pro forma financial information includes the following adjustments (in thousands):



	Three Months Ended September 30, 2014			Nine Months Ended September 30, 2014
Additional amortization expense on identifiable intangible assets	$	(1,890	)	$	(5,670	)
Other	1,009			2,948

Change in the Carrying Amount of Goodwill (Detail) (USD $)

In Thousands, unless otherwise specified

9 Months Ended

Sep. 30, 2015

Goodwill [Roll Forward]

Balance, December 31, 2014

$ 825,038

Acquisitions

274,526

Foreign currency translation

(1,824)

Balance, September 30, 2015

$ 1,097,740

Summary of Other Intangible Assets, with Finite Lives (Detail) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2015

Dec. 31, 2014

Finite-Lived Intangible Assets [Line Items]

Net

$ 115,878

Other Intangible Assets

Finite-Lived Intangible Assets [Line Items]

Gross

171,172

133,372

Accumulated amortization

(55,294)

(36,917)

Net

$ 115,878

$ 96,455

Other Intangible Assets, with Indefinite Lives (Detail) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2015

Dec. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Trademarks

$ 10,475

$ 1,875

Amortization Expense of Other Intangible Assets (Detail) (Other Intangible Assets, USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2015

Sep. 30, 2014

Sep. 30, 2015

Sep. 30, 2014

Other Intangible Assets

Finite-Lived Intangible Assets [Line Items]

Amortization expense

$ 6,093

$ 4,690

$ 18,282

$ 14,529

Estimated Amortization Expense on Intangible Assets (Detail) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2015

Estimated amortization expense

Remainder of 2015

$ 6,101

2016

24,482

2017

24,204

2018

23,785

2019

23,785

2020

13,521

Net

$ 115,878

FINANCING ARRANGEMENTS (Details) (USD $)

3 Months Ended

0 Months Ended

Sep. 30, 2015

Dec. 31, 2014

Sep. 30, 2015

Unsecured Debt

Senior Unsecured Revolving Credit Facility 2019 Term Loan

Sep. 30, 2014

Unsecured Debt

Senior Unsecured Revolving Credit Facility 2019 Term Loan

Dec. 31, 2014

Unsecured Debt

Senior Unsecured Revolving Credit Facility 2019 Term Loan

Oct. 29, 2012

Unsecured Debt

Senior Unsecured Revolving Credit Facility 2019 Term Loan

Sep. 30, 2015

Unsecured Debt

Senior Unsecured Revolving Credit Facility 2019 Term Loan

Federal Funds Rate

Sep. 30, 2015

Unsecured Debt

Senior Unsecured Revolving Credit Facility 2019 Term Loan

London Interbank Offered Rate (LIBOR)

Sep. 30, 2015

Unsecured Debt

Senior Unsecured Revolving Credit Facility 2019 Term Loan

LIBOR Rate Option

Sep. 30, 2015

Unsecured Debt

Senior Unsecured Revolving Credit Facility 2019 Term Loan

Current Liability

Dec. 31, 2014

Unsecured Debt

Senior Unsecured Revolving Credit Facility 2019 Term Loan

Current Liability

Aug. 23, 2013

Senior Notes

Series A Notes

Aug. 23, 2013

Senior Notes

Series B Notes

Aug. 23, 2013

Senior Notes

Series C Notes

Aug. 23, 2013

Senior Notes

Note Purchase Agreement

Debt Instrument [Line Items]

Line of credit facility, maximum borrowing capacity

$ 900,000,000

$ 500,000,000

Additional borrowing capacity credit facility

500,000,000

Borrowing outstanding

530,000,000

605,000,000

Debt instrument, basis spread on variable rate

0.50%

1.125%

Debt instrument, description of variable rate basis

One-month LIBOR

Debt instrument, interest rate during period

1.40%

1.60%

Debt, weighted average interest rate

1.30%

1.70%

Debt instrument, covenant, leverage ratio, minimum

3.00

Debt instrument, covenant, leverage ratio, maximum

1.00

Debt instrument, face amount

175,000,000

150,000,000

175,000,000

Debt instrument, interest rate, stated percentage

3.97%

4.26%

4.60%

Debt instrument, covenant, interest expense ratio, maximum

2.00

Debt instrument, covenant, interest expense ratio, minimum

1.00

Debt instrument, covenant, priority debt, percentage

15.00%

Debt instrument, redemption price, percentage

100.00%

Long-term debt, fair value

506,700,000

Long-term debt

$ 500,000,000

Effective Income Tax Rate (Detail)

3 Months Ended

Sep. 30, 2015

Sep. 30, 2014

Income Tax Disclosure [Abstract]

Effective income tax

38.30%

36.60%

ACCELERATED SHARE REPURCHASE (Details) (Accelerated Share Repurchase, USD $)

In Millions, unless otherwise specified

0 Months Ended

1 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

Dec. 13, 2013

Feb. 28, 2014

Sep. 30, 2014

Sep. 30, 2013

Sep. 30, 2015

Sep. 30, 2014

Dec. 31, 2013

Aug. 24, 2013

Accelerated Share Repurchase

Accelerated Share Repurchases [Line Items]

Accelerated share repurchase amount

$ 500.0

Pursuant discount percentage

0.94%

Treasury shares acquired

1.2

8.5

6.1

8.5

Treasury shares value acquired

350.0

425.0

Value of stock repurchased as percentage of total amount of shares estimated under accelerated share repurchase agreement

70.00%

Accelerated share repurchase program adjustment

$ 75.0

Summary of Total Compensation Expense Recognized in Statements of Operations for Stock-Based Compensation (Detail) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2015

Sep. 30, 2014

Sep. 30, 2015

Sep. 30, 2014

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock-based compensation expense

$ 12,493

$ 17,138

$ 43,512

$ 33,561

Stock options

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock-based compensation expense

3,100

3,466

10,973

6,227

Stock awards

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock-based compensation expense

8,919

13,249

30,655

25,602

Company expense on ESPP discount

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock-based compensation expense

$ 474

$ 423

$ 1,884

$ 1,732

STOCK AWARD PLANS - Additional Information (Detail) (USD $)

3 Months Ended

Sep. 30, 2015

Compensation Related Costs Share Based Payments Disclosure [Line Items]

Maximum employee contribution to purchase company stock

$ 10,000

Discount rate used to determine the purchase price

15.00%

Stock Option

Compensation Related Costs Share Based Payments Disclosure [Line Items]

Maximum shares that can be granted under stock plan

3,400,000

Shares available for stock awards

3,191,473

Stock award, vesting period

5 years

Unrecognized compensation expense

51,100,000

Restricted Stock Awards

Compensation Related Costs Share Based Payments Disclosure [Line Items]

Stock award, vesting period

5 years

Unrecognized compensation expense

$ 91,500,000

Restricted stock awards, discount for post-vesting holding restriction, lower limit

17.00%

Restricted stock awards, discount for post-vesting holding restriction, upper limit

22.00%

Summary of Employee Stock Purchase Plan Activity (Detail) (USD $)

In Thousands, except Share data, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2015

Sep. 30, 2014

Sep. 30, 2015

Sep. 30, 2014

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Shares purchased by employees

46,667

Aggregate cost to employees

$ 2,689

Expense recognized by the company

12,493

17,138

43,512

33,561

Company expense on ESPP discount

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Expense recognized by the company

$ 474

$ 423

$ 1,884

$ 1,732

LITIGATION Litigation (Details) (Contingent Auto Liability Claim)

9 Months Ended

Sep. 30, 2015

case

Contingent Auto Liability Claim

Loss Contingencies [Line Items]

Contingency auto liability cases

26

ACQUISITIONS (Details) (USD $)

3 Months Ended

9 Months Ended

0 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

0 Months Ended

Sep. 30, 2015

Sep. 30, 2014

Sep. 30, 2015

Sep. 30, 2014

Jan. 1, 2015

Freightquote

Sep. 30, 2014

Freightquote

Sep. 30, 2015

Freightquote

Sep. 30, 2014

Freightquote

Sep. 30, 2014

Freightquote

Acquisition-related Costs

Sep. 30, 2014

Freightquote

Acquisition-related Costs

Jan. 1, 2015

Freightquote

Trademarks

Jan. 1, 2015

Freightquote

Customer relationships

Jan. 1, 2015

Freightquote

Noncompete agreements

Business Acquisition [Line Items]

Total purchase price

$ 398,600,000

Estimated life

5 years

Identifiable intangible assets

37,800,000

37,500,000

300,000

Acquired trademarks value

8,600,000

Revenues

3,419,253,000

3,467,362,000

10,265,231,000

10,112,865,000

165,201,000

468,907,000

Revenues, pro forma

3,632,563,000

10,581,772,000

Income from operations

232,711,000

203,337,000

643,731,000

560,690,000

7,716,000

16,593,000

Income from operations, pro forma

211,053,000

577,283,000

Additional amortization expense on identifiable intangible assets

(1,890,000)

(5,670,000)

Other

$ 1,009,000

$ 2,948,000

ACQUISITIONS Business Combinations (Details) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2015

Dec. 31, 2014

Jan. 1, 2015

Freightquote

Business Acquisition [Line Items]

Cash and cash equivalents

$ 29,302

Receivables

56,228

Other current assets

2,395

Property and equipment

43,687

Identifiable intangible assets

37,800

Goodwill

1,097,740

825,038

274,526

Trademarks

8,600

Other noncurrent assets

3,421

Total assets

455,959

Accounts payable

(41,897)

Accrued expenses

(5,485)

Other liabilities

(9,970)

Estimated net assets acquired

$ 398,607

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2015

Dec. 31, 2014

Accumulated other comprehensive loss [Abstract]

Accumulated other comprehensive loss

$ (44,073)

$ (28,610)