GOODWILL AND OTHER INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill was allocated to each segment based on the relative fair value at November 30, 2016. The change in the carrying amount of goodwill is as follows (in thousands):



	NAST			Global Forwarding			Robinson Fresh			All Other and Corporate			Total
December 31, 2014 balance	$	607,156		$	106,443		$	93,398		$	18,041		$	825,038
Acquisitions	211,369			37,056			32,515			6,280			287,220
Translation	(2,886		)	(506		)	(444		)	(85		)	(3,921		)
December 31, 2015 balance	815,639			142,993			125,469			24,236			1,108,337
Acquisitions	97,727			17,133			15,033			2,904			132,797
Translation	(6,136		)	(1,076		)	(944		)	(182		)	(8,338		)
December 31, 2016 balance	$	907,230		$	159,050		$	139,558		$	26,958		$	1,232,796

We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination. We evaluate our reporting units on a continual basis and, if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit.

During the quarter ended December 31, 2016, due to the reorganization of our reporting structure, we concluded that we had seven reporting units. As a result of this change in reporting units, we allocated goodwill to our reporting units based on each reporting unit’s fair value using a discounted cash flow analysis and market approach. Additionally at this time, we changed our annual quantitative goodwill impairment testing date from December 31 to November 30 of each year. The change in the goodwill impairment test date better aligns the impairment testing procedures with the timing of our long-term planning process, which is a significant input to the testing. We performed a goodwill impairment assessment both prior to and after the change in reporting units at November 30. This change in testing date did not delay, accelerate, or avoid a goodwill impairment charge.

Goodwill is tested at least annually for impairment and is tested for impairment more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test is performed using a two-step process. In the first step, the fair value of each reporting unit is compared with the carrying amount of the reporting unit, including goodwill. If the estimated fair value is less than the carrying amount of the reporting unit, there is an indication that goodwill impairment exists, and a second step must be completed in order to determine the amount of the goodwill impairment, if any, that should be recorded. In the second step, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation.

The fair value of each reporting unit is determined using a discounted cash flow analysis and market approach. Projecting discounted future cash flows requires us to make significant estimates regarding future revenues and expenses, projected capital expenditures, changes in working capital and the appropriate discount rate. Use of the market approach consists of comparisons to comparable publicly-traded companies that are similar in size and industry. Actual results may differ from those used in our valuations.

Based on our step one goodwill impairment analysis, no impairments of goodwill were deemed to have occurred, and the fair value of all of reporting units was in excess of their carrying value. No events occurred from November 30, 2016 to December 31, 2016, to indicate any changes to our impairment conclusions at November 30, 2016.

Identifiable intangible assets consisted of the following at December 31 (in thousands):



	2016							2015
	Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
Finite-lived intangibles
Customer relationships	$	244,036	$	(87,199	)	$	156,837	$	170,472	$	(61,050	)	$	109,422
Non-competition agreements	500		(287		)	213		550		(227		)	323
Vendor lists	—		—			—		150		(128		)	22
Total finite-lived intangibles	244,536		(87,486		)	157,050		171,172		(61,405		)	109,767
Indefinite-lived intangibles
Trademarks	10,475		—			10,475		10,475		—			10,475
Total intangibles	$	255,011	$	(87,486	)	$	167,525	$	181,647	$	(61,405	)	$	120,242

Amortization expense for other intangible assets was (in thousands):



2016	$	27,053
2015	24,373
2014	18,748

Definite-lived intangible assets, by reportable segment, as of December 31, 2016, will be amortized over their remaining lives as follows (in thousands):



	NAST		Global Forwarding		Robinson Fresh		All Other and Corporate		Total
2017	$	7,560	$	26,873	$	—	$	490	$	34,923
2018	7,560		26,840		—		—		34,400
2019	7,560		26,840		—		—		34,400
2020	—		24,136		—		—		24,136
2021	—		10,615		—		—		10,615
Thereafter	—		18,576		—		—		18,576
Total									$	157,050

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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