Document and Entity Information

6 Months Ended

Jun. 30, 2015

Aug. 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

Jun. 30, 2015

Document Fiscal Year Focus

2015

Document Fiscal Period Focus

Q2

Amendment Flag

false

Trading Symbol

CHRW

Entity Common Stock, Shares Outstanding

141,801,035

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)

In Thousands, unless otherwise specified

Jun. 30, 2015

Dec. 31, 2014

Current assets:

Cash and cash equivalents

$ 171,451

$ 128,940

Restricted cash

0

359,388

Receivables, net of allowance for doubtful accounts of $45,611 and $41,051

1,706,429

1,571,591

Deferred tax asset

7,731

7,746

Prepaid expenses and other

58,728

37,794

Total current assets

1,944,339

2,105,459

Property and equipment, net

190,849

152,471

Goodwill

1,097,579

825,038

Other intangible assets, net

132,450

98,330

Other assets

38,797

33,040

Total assets

3,404,014

3,214,338

Current liabilities:

Accounts payable

832,861

716,654

Outstanding checks

61,185

78,601

Accrued expenses:

Compensation and profit-sharing contribution

95,528

125,624

Income taxes

25,536

4,616

Other accrued liabilities

49,708

45,365

Current portion of debt

630,000

605,000

Total current liabilities

1,694,818

1,575,860

Long-term debt

500,000

Noncurrent income taxes payable

22,723

24,279

Deferred tax liabilities

74,394

66,961

Other long term liabilities

228

223

Total liabilities

2,292,163

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; 178,507 and 178,621 shares issued, 145,135 and 146,458 outstanding

14,513

14,646

Additional paid-in capital

352,494

321,968

Retained earnings

2,777,703

2,648,539

Accumulated other comprehensive loss

(37,678)

(28,610)

Treasury stock at cost (33,372 and 32,163 shares)

(1,995,181)

(1,909,528)

Total stockholders’ investment

1,111,851

1,047,015

Total liabilities and stockholders’ investment

$ 3,404,014

$ 3,214,338

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)

In Thousands, except Share data, unless otherwise specified

Jun. 30, 2015

Dec. 31, 2014

Statement of Financial Position [Abstract]

Receivables, allowance for doubtful accounts

$ 45,611

$ 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

178,507,000

178,621,000

Common stock, shares outstanding

145,135,000

146,458,000

Treasury stock, shares

33,372,000

32,163,000

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

In Thousands, except Per Share data, unless otherwise specified

3 Months Ended

6 Months Ended

Jun. 30, 2015

Jun. 30, 2014

Jun. 30, 2015

Jun. 30, 2014

Revenues:

Transportation

$ 3,130,722

$ 3,042,102

$ 6,077,979

$ 5,848,879

Sourcing

414,366

460,816

767,999

796,624

Total revenues

3,545,088

3,502,918

6,845,978

6,645,503

Costs and expenses:

Purchased transportation and related services

2,582,374

2,555,959

5,034,486

4,932,347

Purchased products sourced for resale

378,696

425,922

702,364

734,884

Personnel expenses

263,999

238,986

519,143

459,283

Other selling, general, and administrative expenses

90,924

81,669

178,965

161,636

Total costs and expenses

3,315,993

3,302,536

6,434,958

6,288,150

Income from operations

229,095

200,382

411,020

357,353

Interest and other expense

(5,894)

(6,252)

(15,499)

(12,383)

Income before provision for income taxes

223,201

194,130

395,521

344,970

Provision for income taxes

85,993

75,534

151,837

133,187

Net income

137,208

118,596

243,684

211,783

Other comprehensive income (loss)

4,130

(743)

(9,068)

(1,079)

Comprehensive income

$ 141,338

$ 117,853

$ 234,616

$ 210,704

Basic net income per share (in dollars per share)

$ 0.94

$ 0.80

$ 1.67

$ 1.43

Diluted net income per share (in dollars per share)

$ 0.94

$ 0.80

$ 1.67

$ 1.43

Basic weighted average shares outstanding (in shares)

145,515

147,826

145,856

148,167

Dilutive effect of outstanding stock awards (in shares)

164

148

164

126

Diluted weighted average shares outstanding (in shares)

145,679

147,974

146,020

148,293

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)

In Thousands, unless otherwise specified

6 Months Ended

Jun. 30, 2015

Jun. 30, 2014

OPERATING ACTIVITIES

Net income

$ 243,684

$ 211,783

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

Depreciation and amortization

32,682

29,349

Provision for doubtful accounts

9,053

11,128

Stock-based compensation

31,019

16,423

Deferred income taxes

(1,780)

5,894

Gain on divestiture

0

(1,848)

Loss on sale/disposal of assets

438

500

Changes in operating elements (net of acquisitions):

Receivables

(87,663)

(261,334)

Prepaid expenses and other

(19,802)

(14,214)

Other non-current assets

736

270

Accounts payable and outstanding checks

56,891

121,109

Accrued compensation and profit-sharing contribution

(32,027)

(6,137)

Accrued income taxes

21,230

12,698

Other accrued liabilities

(3,265)

2,747

Net cash provided by operating activities

251,196

128,368

INVESTING ACTIVITIES

Purchases of property and equipment

(11,542)

(14,860)

Purchases and development of software

(8,063)

(3,964)

Acquisitions, net of cash acquired

(369,143)

0

Restricted cash

359,388

0

Other

361

268

Net cash used for investing activities

(28,999)

(18,556)

FINANCING ACTIVITIES

Proceeds from stock issued for employee benefit plans

9,858

7,417

Stock tendered for payment of withholding taxes

(10,190)

(11,288)

Repurchase of common stock

(89,923)

(48,869)

Cash dividends

(114,517)

(104,909)

Excess tax benefit on stock-based compensation

6,040

5,198

Proceeds from short-term borrowings

3,893,000

2,435,000

Payments on short-term borrowings

(3,868,000)

(2,410,000)

Net cash used for financing activities

(173,732)

(127,451)

Effect of exchange rates on cash

(5,954)

(193)

Net increase (decrease) in cash and cash equivalents

42,511

(17,832)

Cash and cash equivalents, beginning of period

128,940

162,047

Cash and cash equivalents, end of period

$ 171,451

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	274,364
Foreign currency translation	(1,823		)
Balance, June 30, 2015	$	1,097,579

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



	June 30, 2015			December 31, 2014
Gross	$	171,172		$	133,372
Accumulated amortization	(49,197		)	(36,917		)
Net	$	121,975		$	96,455

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



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

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



	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Amortization expense	$	6,093	$	4,912	$	12,189	$	9,839

Intangible assets at June 30, 2015 will be amortized over the next six years, and that expense is as follows (in thousands):



Remainder of 2015	$	12,197
2016	24,482
2017	24,205
2018	23,785
2019	23,785
Thereafter	13,521
Total	$	121,975

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 June 30, 2015, and June 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 June 30, 2015, and December 31, 2014, we had $630.0 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 June 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 June 30, 2015, was approximately 1.3 percent and at June 30, 2015, was approximately 1.3 percent. The weighted average interest rate incurred on borrowings during the quarter ended June 30, 2014, was approximately 1.7 percent and at June 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 June 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, as discussed in Note 6.

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 June 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 $515.6 million at June 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 June 30, 2015 and 2014 was 38.5 percent and 38.9 percent, respectively. 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 June 30, 2015, and June 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 June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Stock options	$	4,109	$	2,308	$	7,873	$	2,761
Stock awards	11,057		8,840		21,736		12,353
Company expense on ESPP discount	517		482		1,410		1,309
Total stock-based compensation expense	$	15,683	$	11,630	$	31,019	$	16,423

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 3,174,278 shares were available for stock awards as of June 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 June 30, 2015, unrecognized compensation expense related to stock options was $43.9 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 June 30, 2015, there is unrecognized compensation expense of $111.7 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 June 30, 2015
Shares purchased by employees	Aggregate cost to employees		Expense recognized by the company
55,206	$	2,928	$	517

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 $398.4 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 preliminary 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	274,364
Trademarks	8,600
Other noncurrent assets	3,421
Total assets	455,797

Accounts payable	(41,897		)
Accrued expenses	(5,485		)
Other liabilities	(9,970		)
Estimated net assets acquired	$	398,445

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 goodwill will not be deductible for tax purposes. Purchase accounting is considered preliminary, subject to revision, mainly with respect to certain working capital accounts, taxes, and goodwill, as final information was not available as of June 30, 2015.

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 six month periods ending June 30, 2014, would have resulted in the following (in thousands):



	Three Months Ended June 30, 2014
	C.H. Robinson		Freightquote		Combined
	As Reported		Operations		Pro Forma
Total revenues	$	3,502,918	$	162,644	$	3,665,562
Income from operations	200,382		5,167		205,549



	Six Months Ended June 30, 2014
	C.H. Robinson		Freightquote		Combined
	As Reported		Operations		Pro Forma
Total revenues	$	6,645,503	$	303,708	$	6,949,211
Income from operations	357,353		8,877		366,230

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



	Three Months Ended June 30, 2014			Six Months Ended June 30, 2014
Additional amortization expense on identifiable intangible assets	$	(1,890	)	$	(3,780	)
Other	1,142			1,939

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 their acquisition date of January 1, 2015.

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss is included in the Stockholders' investment on our condensed consolidated balance sheets. The recorded balance, net of taxes, at June 30, 2015, and December 31, 2014, was $37.7 million and $28.6 million, respectively. Accumulated other comprehensive loss is comprised solely of foreign currency translation adjustment at June 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	274,364
Foreign currency translation	(1,823		)
Balance, June 30, 2015	$	1,097,579

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):



	June 30, 2015			December 31, 2014
Gross	$	171,172		$	133,372
Accumulated amortization	(49,197		)	(36,917		)
Net	$	121,975		$	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):



	June 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 June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Amortization expense	$	6,093	$	4,912	$	12,189	$	9,839

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Intangible assets at June 30, 2015 will be amortized over the next six years, and that expense is as follows (in thousands):



Remainder of 2015	$	12,197
2016	24,482
2017	24,205
2018	23,785
2019	23,785
Thereafter	13,521
Total	$	121,975

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 June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Stock options	$	4,109	$	2,308	$	7,873	$	2,761
Stock awards	11,057		8,840		21,736		12,353
Company expense on ESPP discount	517		482		1,410		1,309
Total stock-based compensation expense	$	15,683	$	11,630	$	31,019	$	16,423

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 June 30, 2015
Shares purchased by employees	Aggregate cost to employees		Expense recognized by the company
55,206	$	2,928	$	517

ACQUISITIONS (Tables)

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following is a preliminary 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	274,364
Trademarks	8,600
Other noncurrent assets	3,421
Total assets	455,797

Accounts payable	(41,897		)
Accrued expenses	(5,485		)
Other liabilities	(9,970		)
Estimated net assets acquired	$	398,445

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):



	June 30, 2015			December 31, 2014
Gross	$	171,172		$	133,372
Accumulated amortization	(49,197		)	(36,917		)
Net	$	121,975		$	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 six month periods ending June 30, 2014, would have resulted in the following (in thousands):



	Three Months Ended June 30, 2014
	C.H. Robinson		Freightquote		Combined
	As Reported		Operations		Pro Forma
Total revenues	$	3,502,918	$	162,644	$	3,665,562
Income from operations	200,382		5,167		205,549



	Six Months Ended June 30, 2014
	C.H. Robinson		Freightquote		Combined
	As Reported		Operations		Pro Forma
Total revenues	$	6,645,503	$	303,708	$	6,949,211
Income from operations	357,353		8,877		366,230

Business Acquisition, Pro Forma Information, Nonrecurring Adjustments

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



	Three Months Ended June 30, 2014			Six Months Ended June 30, 2014
Additional amortization expense on identifiable intangible assets	$	(1,890	)	$	(3,780	)
Other	1,142			1,939

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

In Thousands, unless otherwise specified

6 Months Ended

Jun. 30, 2015

Goodwill [Roll Forward]

Balance, December 31, 2014

$ 825,038

Acquisitions

274,364

Foreign currency translation

(1,823)

Balance, June 30, 2015

$ 1,097,579

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

In Thousands, unless otherwise specified

Jun. 30, 2015

Dec. 31, 2014

Finite-Lived Intangible Assets [Line Items]

Net

$ 121,975

Other Intangible Assets

Finite-Lived Intangible Assets [Line Items]

Gross

171,172

133,372

Accumulated amortization

(49,197)

(36,917)

Net

$ 121,975

$ 96,455

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

In Thousands, unless otherwise specified

Jun. 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

6 Months Ended

Jun. 30, 2015

Jun. 30, 2014

Jun. 30, 2015

Jun. 30, 2014

Other Intangible Assets

Finite-Lived Intangible Assets [Line Items]

Amortization expense

$ 6,093

$ 4,912

$ 12,189

$ 9,839

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

In Thousands, unless otherwise specified

Jun. 30, 2015

Estimated amortization expense

Remainder of 2015

$ 12,197

2016

24,482

2017

24,205

2018

23,785

2019

23,785

Thereafter

13,521

Net

$ 121,975

FINANCING ARRANGEMENTS (Details) (USD $)

3 Months Ended

0 Months Ended

Jun. 30, 2015

Dec. 31, 2014

Jun. 30, 2015

Unsecured Debt