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.