ACQUISITIONS

On January 1, 2015, we acquired all of the outstanding stock of Freightquote.com, Inc. (“Freightquote”) for the purpose of enhancing our less than truckload and truckload businesses and expanding our eCommerce capabilities. Total purchase consideration was, $398.6 million which was paid in cash. 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	287,220
Trademarks	8,600
Other noncurrent assets	3,421
Total assets	468,653

Accounts payable	(44,622		)
Accrued expenses	(5,485		)
Other liabilities	(19,939		)
Net assets acquired	$	398,607

Following are the details of the purchase price allocated to the intangible assets acquired (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 in C.H. Robinson. Purchase accounting is considered final. 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, would have resulted in the following (in thousands):



	Twelve Months Ended December 31, 2014
	C.H. Robinson		Freightquote		Combined
	As Reported		Operations		Pro Forma
Total revenues	$	13,470,067	$	623,245	$	14,093,312
Income from operations	748,418		24,131		772,549

Freightquote pro forma financial information includes the following adjustments for the twelve months ended December 31, 2014 (in thousands):



Additional amortization expense on identifiable intangible assets	$	(7,560	)
Contractual changes in compensation	1,973
Additional compensation paid by sellers	2,627
Accounting policy changes	1,303
Third party advisory fees paid by sellers	5,355
Other	2,196

The pro forma consolidated 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 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 consolidated financial statements since the acquisition date of January 1, 2015.