Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 05, 2013 | |
Document Documentand Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'CHRW | ' |
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 | ' |
Entity Common Stock, Shares Outstanding | ' | 151,635,057 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $129,723 | $210,019 |
Receivables, net of allowance for doubtful accounts of $39,230 and $34,560 | 1,564,997 | 1,412,136 |
Deferred tax asset | 8,889 | 11,780 |
Prepaid expenses and other | 49,832 | 38,355 |
Total current assets | 1,753,441 | 1,672,290 |
Property and equipment, net | 155,693 | 149,851 |
Goodwill | 828,214 | 822,215 |
Other intangible assets, net | 122,340 | 137,411 |
Other assets | 31,880 | 22,458 |
Total assets | 2,891,568 | 2,804,225 |
Current liabilities: | ' | ' |
Accounts payable | 757,558 | 639,460 |
Outstanding checks | 53,184 | 68,016 |
Accrued expenses: | ' | ' |
Compensation and profit-sharing contribution | 79,770 | 103,343 |
Income taxes | 23,899 | 121,581 |
Other accrued liabilities | 41,820 | 46,171 |
Current portion of debt | 350,000 | 253,646 |
Total current liabilities | 1,306,231 | 1,232,217 |
Long-term debt | 500,000 | 0 |
Noncurrent income taxes payable | 21,196 | 20,590 |
Deferred tax liabilities | 74,691 | 45,113 |
Other long term liabilities | 887 | 1,933 |
Total liabilities | 1,903,005 | 1,299,853 |
Commitments and contingencies | ' | ' |
Stockholders’ investment: | ' | ' |
Preferred stock, $ .10 par value, 20,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock, $ .10 par value, 480,000 shares authorized; 178,663 and 178,695 shares issued, 152,507 and 161,327 outstanding | 15,251 | 16,133 |
Additional paid-in capital | 145,287 | 303,479 |
Retained earnings | 2,374,011 | 2,218,229 |
Accumulated other comprehensive loss | -11,895 | -9,345 |
Treasury stock at cost (26,156 and 17,368 shares) | -1,534,091 | -1,024,124 |
Total stockholders’ investment | 988,563 | 1,504,372 |
Total liabilities and stockholders’ investment | $2,891,568 | $2,804,225 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Per Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Receivables, allowance for doubtful accounts | $39,230 | $34,560 |
Preferred stock, par value | $0.10 | $0.10 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.10 | $0.10 |
Common stock, shares authorized | 480,000 | 480,000 |
Common stock, shares issued | 178,663 | 178,695 |
Common stock, shares outstanding | 152,507 | 161,327 |
Treasury stock, shares | 26,156 | 17,368 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenues: | ' | ' | ' | ' |
Transportation | $2,880,901 | $2,445,883 | $8,302,160 | $7,099,485 |
Sourcing | 432,373 | 418,377 | 1,287,036 | 1,240,704 |
Payment Services | 3,391 | 16,149 | 9,998 | 48,048 |
Total revenues | 3,316,665 | 2,880,409 | 9,599,194 | 8,388,237 |
Costs and expenses: | ' | ' | ' | ' |
Purchased transportation and related services | 2,450,923 | 2,063,109 | 7,019,785 | 5,980,489 |
Purchased products sourced for resale | 401,820 | 384,630 | 1,185,885 | 1,134,809 |
Purchased payment services | 616 | 0 | 1,894 | 0 |
Personnel expenses | 204,388 | 179,342 | 623,042 | 539,964 |
Selling, general, and administrative expenses | 82,563 | 66,071 | 241,051 | 191,259 |
Total costs and expenses | 3,140,310 | 2,693,152 | 9,071,657 | 7,846,521 |
Income from operations | 176,355 | 187,257 | 527,537 | 541,716 |
Investment, interest, and other (expense) income | -2,635 | 76 | -3,284 | 976 |
Income before provision for income taxes | 173,720 | 187,333 | 524,253 | 542,692 |
Provision for income taxes | 65,983 | 71,003 | 201,301 | 205,280 |
Net income | 107,737 | 116,330 | 322,952 | 337,412 |
Other comprehensive income (loss) | 3,084 | 1,867 | -2,550 | -763 |
Comprehensive income | $110,821 | $118,197 | $320,402 | $336,649 |
Basic net income per share (in dollars per share) | $0.69 | $0.72 | $2.03 | $2.09 |
Diluted net income per share (in dollars per share) | $0.69 | $0.72 | $2.03 | $2.08 |
Basic weighted average shares outstanding (in shares) | 156,924 | 160,782 | 158,820 | 161,784 |
Dilutive effect of outstanding stock awards (in shares) | 120 | 221 | 64 | 258 |
Diluted weighted average shares outstanding (in shares) | 157,044 | 161,003 | 158,884 | 162,042 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
OPERATING ACTIVITIES | ' | ' |
Net income | $322,952 | $337,412 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 42,052 | 26,081 |
Provision for doubtful accounts | 10,323 | 8,143 |
Stock-based compensation | 10,856 | 21,077 |
Deferred income taxes | 28,696 | 3,856 |
Loss on sale/disposal of assets | 227 | 2,397 |
Other long-term liabilities | 5 | 93 |
Changes in operating elements, net of effects of acquisitions: | ' | ' |
Receivables | -197,468 | -203,361 |
Prepaid expenses and other | -10,465 | -2,042 |
Accounts payable and outstanding checks | 103,226 | 111,628 |
Accrued compensation and profit-sharing contribution | -23,023 | -28,230 |
Accrued income taxes | -94,027 | 689 |
Other accrued liabilities | -10,425 | -10,587 |
Net cash provided by operating activities | 182,929 | 267,156 |
INVESTING ACTIVITIES | ' | ' |
Purchases of property and equipment | -27,861 | -28,096 |
Purchases and development of software | -6,375 | -10,795 |
Acquisitions, net of cash acquired | 19,126 | 0 |
Other | 221 | 206 |
Net cash used for investing activities | -14,889 | -38,685 |
FINANCING ACTIVITIES | ' | ' |
Proceeds from stock issued for employee benefit plans | 12,897 | 13,840 |
Stock tendered for payment of withholding taxes | -50,158 | -10,148 |
Payment of contingent purchase price | -927 | -11,613 |
Repurchase of common stock | -663,370 | -167,104 |
Cash dividends | -167,130 | -163,273 |
Excess tax benefit on stock-based compensation | 26,180 | 9,831 |
Proceeds from short-term borrowings | 3,054,023 | 0 |
Payments on short-term borrowings | -2,957,669 | 0 |
Proceeds from long-term borrowings | 500,000 | 0 |
Net cash used for financing activities | -246,154 | -328,467 |
Effect of exchange rates on cash | -2,182 | -718 |
Net decrease in cash and cash equivalents | -80,296 | -100,714 |
Cash and cash equivalents, beginning of period | 210,019 | 373,669 |
Cash and cash equivalents, end of period | $129,723 | $272,955 |
GENERAL
GENERAL | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
GENERAL | ' |
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 through a network of 285 branch offices operating in North America, Europe, Asia, South America, and Australia. 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. | |
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, 2012. |
GOODWILL_AND_OTHER_INTANGIBLE_
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS | ' | |||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS | ||||||||||||||||
The change in the carrying amount of goodwill is as follows (in thousands): | ||||||||||||||||
Balance, December 31, 2012 | $ | 822,215 | ||||||||||||||
Phoenix acquisition - measurement period adjustment | 5,331 | |||||||||||||||
Foreign currency translation | 668 | |||||||||||||||
Balance, September 30, 2013 | $ | 828,214 | ||||||||||||||
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, 2013 | 31-Dec-12 | |||||||||||||||
Gross | $ | 149,644 | $ | 149,644 | ||||||||||||
Accumulated amortization | (29,179 | ) | (14,108 | ) | ||||||||||||
Net | $ | 120,465 | $ | 135,536 | ||||||||||||
Other intangible assets, with indefinite lives, are as follows (in thousands): | ||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||
Trademarks | $ | 1,875 | $ | 1,875 | ||||||||||||
Amortization expense for other intangible assets was (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Amortization expense | $ | 5,040 | $ | 959 | $ | 15,113 | $ | 2,637 | ||||||||
Intangible assets at September 30, 2013 will be amortized over the next eight years, and that expense is as follows (in thousands): | ||||||||||||||||
Remainder of 2013 | $ | 5,087 | ||||||||||||||
2014 | 18,719 | |||||||||||||||
2015 | 16,939 | |||||||||||||||
2016 | 16,922 | |||||||||||||||
2017 | 16,827 | |||||||||||||||
Thereafter | 45,971 | |||||||||||||||
Total | $ | 120,465 | ||||||||||||||
FAIR_VALUE_MEASUREMENT
FAIR VALUE MEASUREMENT | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
FAIR VALUE MEASUREMENT | ' | ||||||||||||||||
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. | |||||||||||||||||
The following table presents information as of December 31, 2012, about our financial assets and liabilities that are measured at fair value on a recurring basis, according to the valuation techniques we used to determine their fair values (in thousands). | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total Fair | ||||||||||||||
Value | |||||||||||||||||
December 31, 2012 | |||||||||||||||||
Contingent purchase price related to acquisitions | — | — | 922 | 922 | |||||||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 922 | $ | 922 | |||||||||
In measuring the fair value of the contingent payment liability, we used an income approach that considers the expected future earnings of the acquired businesses and the resulting contingent payments, discounted at a risk-adjusted rate. | |||||||||||||||||
The table below sets forth a reconciliation of our beginning and ending Level 3 financial liability balance (in thousands). We had no Level 3 liabilities as of September 30, 2013. | |||||||||||||||||
Three Months Ended September 30, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Balance, beginning of period | $ | — | $ | 1,474 | |||||||||||||
Payments of contingent purchase price | — | — | |||||||||||||||
Total unrealized losses included in earnings | — | 76 | |||||||||||||||
Balance, end of period | $ | — | $ | 1,550 | |||||||||||||
FINANCING_ARRANGEMENTS
FINANCING ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2013 | |
Debt Disclosure [Abstract] | ' |
FINANCING ARRANGEMENTS | ' |
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. The Credit Agreement expires on October 29, 2017. | |
As of September 30, 2013, we had $350.0 million in borrowings outstanding under the Credit Agreement which is classified as a current liability on the consolidated balance sheet. We consider these borrowings to be a Level 2 financial liability and therefore, the recorded amount of borrowings outstanding approximates fair value because of the short maturity period of the debt. | |
Borrowings under the Credit Agreement generally bear interest at a variable rate equal to (i) LIBOR plus 1.00%, or (ii) the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50%, or (c) the sum of 1.00% plus one-month LIBOR plus a specified margin). 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, 2013 was approximately 1.3% and at September 30, 2013 was approximately 1.2%. | |
The Credit Agreement contains various restrictions and covenants. Among other requirements, we may not permit our leverage ratio, as of the end of each of our fiscal quarters, of (i) Consolidated Funded Indebtedness to (ii) Consolidated Total Capitalization, to be greater than 0.65 to 1.00. We were in compliance with the debt covenants as of September 30, 2013. | |
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% 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% 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% 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 fixed-rate notes is payable semi-annually in arrears. We applied the proceeds of the sale of the Notes for share repurchases, see Note 6, Accelerated Share Repurchase. | |
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, as of the end of each of our fiscal quarters, of (i) Consolidated Funded Indebtedness to (ii) Consolidated Total Capitalization to be greater than 0.65 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 ending, of (i) Consolidated EBIT (earnings before income taxes) to (ii) Consolidated Interest Expense to be less than 2.00 to 1.00; we will not permit, as of the end of each of our fiscal quarters, Consolidated Priority Debt to exceed 15% of Consolidated Total Assets. We were in compliance with all of the debt covenants as of September 30, 2013. | |
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% of the principal amount being redeemed together with a “make-whole amount”, and accrued and unpaid interest (as defined in the Note Purchase Agreement) 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 such initial purchasers in a private placement in reliance on Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Notes will not be or 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. |
INCOME_TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
INCOME TAXES | ' |
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 2006. | |
Our effective tax rate for the three months ended September 30, 2013 and 2012 were 38.0% and 37.9%, respectively. The effective income tax rate for both periods is greater than the statutory federal income tax rate primarily due to state income taxes, net of federal benefit. |
ACCELERATED_SHARE_REPURCHASE
ACCELERATED SHARE REPURCHASE | 9 Months Ended |
Sep. 30, 2013 | |
CAPITAL STOCK [Abstract] | ' |
ACCELERATED SHARE REPURCHASE | ' |
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 will be determined based on the volume-weighted average price of our common stock during the purchase period, less a fixed discount of 0.94%. 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 represents approximately 70 percent of the total shares expected to be repurchased under the agreements. We will settle the remaining shares upon the completion of the ASR Agreements. We recorded this transaction as an increase in treasury stock of $350.0 million, and recorded the remaining $150.0 million as a decrease to additional paid in capital on our Condensed Consolidated Balance Sheet as of September 30, 2013. We will reclassify the $150.0 million recorded in additional paid in capital to treasury stock at completion of the ASR Agreements. In accordance with the terms of the ASR Agreements, we have the option to settle our delivery obligation, if any, in cash or shares and we may be required to settle in cash in very limited circumstances. We accounted for the variable component of shares to be delivered under the ASR Agreements as a forward contract indexed to our common stock which met all of the applicable criteria for equity classification, and therefore, was not accounted for as a derivative instrument, but instead was also accounted for as a component of equity. The ASR Agreements continued to meet those requirements for equity clasification as of September 30, 2013, and we expect they will continue to meet those requirements through the settlement dates, which will be between December 11, 2013 and April 16, 2014. | |
The initial delivery of 6.1 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 and nine months ended September 30, 2013. We have also evaluated the ASR Agreements for the potential dilutive effects of any shares remaining to be received upon settlement and determined that the additional shares would be anti-dilutive and therefore were not included in our EPS calculation for the three and nine months ended September 30, 2013. |
STOCK_AWARD_PLANS
STOCK AWARD PLANS | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Notes To Financial Statements [Abstract] | ' | |||||||||||||||
STOCK AWARD PLANS | ' | |||||||||||||||
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 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, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Stock options | $ | (144 | ) | $ | 210 | $ | 476 | $ | 1,207 | |||||||
Stock awards | 657 | 3,862 | 8,499 | 17,969 | ||||||||||||
Company expense on ESPP discount | 458 | 446 | 1,881 | 1,901 | ||||||||||||
Total stock based compensation expense | $ | 971 | $ | 4,518 | $ | 10,856 | $ | 21,077 | ||||||||
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 restricted shares and 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 7,104,000 shares were available for stock awards under the new plan as of September 30, 2013. Awards that expire or are canceled without delivery of shares generally become available 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) on the grants from 2011 and 2012. | ||||||||||||||||
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, 2013, unrecognized compensation expense related to stock options was $25.6 million. The amount of future expense to be recognized will be based on the company’s earnings growth and certain other conditions. | ||||||||||||||||
Restricted Stock Awards - We have awarded performance-based restricted shares and restricted units to certain key employees and non-employee directors. These restricted shares and restricted units are subject to certain vesting requirements over a five-year period, based on the company’s earnings growth and continued employment. The awards also contain restrictions on the awardees’ ability to sell or transfer vested shares or units for a specified period of time. The fair value of these shares is established based on the market price on the date of grant, discounted for post-vesting holding restrictions. The discounts have varied from 12 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 units to certain key employees that vest primarily based on their continued employment. The value of these awards is established using the same method for performance-based awards discussed above. These grants are being expensed over the vesting period of the award. | ||||||||||||||||
We have also issued to certain key employees and non-employee directors restricted units which are fully vested upon issuance. These shares and units contain restrictions on the awardees’ ability to sell or transfer vested shares or units for a specified period of time. The fair value of these shares is established using the same method discussed above. These grants have been expensed during the year they were earned. | ||||||||||||||||
As of September 30, 2013, there is unrecognized compensation expense of $136.2 million related to previously granted restricted shares and units. 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 the quarter discounted by 15 percent. Shares are vested immediately. The following is a summary of the employee stock purchase plan activity (dollar amounts in thousands): | ||||||||||||||||
Three Months Ended September 30, 2013 | ||||||||||||||||
Shares purchased | Aggregate cost | Expense recognized | ||||||||||||||
by employees | to employees | by the company | ||||||||||||||
51,285 | $ | 2,598 | $ | 458 | ||||||||||||
LITIGATION
LITIGATION | 9 Months Ended |
Sep. 30, 2013 | |
Litigation [Abstract] | ' |
LITIGATION | ' |
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 fifteen 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 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 not able 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. | |
During the second quarter of 2013, we recorded a $5.0 million charge related to the settlement of a contingent auto liability claim, which was paid in the third quarter of 2013. The $5.0 million represents the amount of our retained risk under the terms of our contingent auto liability insurance policy. |
ACQUISITIONS_AND_DIVESTITURES
ACQUISITIONS AND DIVESTITURES | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
ACQUISITIONS AND DIVESTITURES | ' | |||||||||||||||
ACQUISITIONS AND DIVESTITURES | ||||||||||||||||
On November 1, 2012, we acquired all of the outstanding stock of Phoenix International Freight Services, Ltd. for the purpose of expanding our current market presence and service offerings in international freight forwarding. Total purchase consideration was $677.3 million, net of estimated post-closing cash and working capital adjustments, in accordance with the purchase agreement. The acquisition price was financed with $60.2 million in newly-issued common stock (representing 1.1 million shares), borrowings under the revolving credit facility of approximately $173.0 million discussed in Note 4, and the remainder with cash on-hand. | ||||||||||||||||
The following is a preliminary summary of the allocation of purchase consideration to the estimated fair value of net assets for the acquisition of Phoenix (in thousands): | ||||||||||||||||
Cash and cash equivalents | $ | 75,372 | ||||||||||||||
Receivables | 125,595 | |||||||||||||||
Other current assets | 7,209 | |||||||||||||||
Property and equipment | 12,160 | |||||||||||||||
Identifiable intangible assets | 130,000 | |||||||||||||||
Goodwill | 453,208 | |||||||||||||||
Other noncurrent assets | 13,542 | |||||||||||||||
Total assets | $ | 817,086 | ||||||||||||||
Accounts payable | $ | (45,367 | ) | |||||||||||||
Accrued expenses | (14,340 | ) | ||||||||||||||
Other liabilities | (80,106 | ) | ||||||||||||||
Estimated net assets acquired | $ | 677,273 | ||||||||||||||
Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands): | ||||||||||||||||
Estimated Life (years) | ||||||||||||||||
Customer relationships | $ | 129,800 | 8 | |||||||||||||
Noncompete agreements | 200 | 5 | ||||||||||||||
Total identifiable intangible assets | $ | 130,000 | ||||||||||||||
The Phoenix goodwill is a result of acquiring and retaining the Phoenix existing workforce and expected synergies from integrating their business into C.H. Robinson. The goodwill is not deductible for tax purposes. Purchase accounting is considered preliminary, subject to revision, mainly with respect to taxes and goodwill, as final information was not available as of September 30, 2013. We do not expect any revisions to the preliminary allocation of purchase price to have a material impact on our consolidated financial statements. | ||||||||||||||||
The measurement period adjustments during the first nine months of 2013 to the previously recorded opening balances relate primarily to changes in the allocation of purchase consideration to certain accounts based on continued resolution of certain working capital adjustments with the selling shareholders. The adjustments during 2013 resulted in a $1.5 million increase in receivables, a $5.3 million increase in goodwill, a $1.7 million decrease in current deferred taxes, a $2.1 million decrease in non-current deferred assets, a $3.0 million decrease in taxes payable, and a $10.6 million increase in other assets. The offset to these adjustments was a reduction in the estimated receivable amount from the selling shareholders. The measurement period adjustments were recorded prospectively as they are not considered material to the financial statements for the nine months ended September 30, 2013. | ||||||||||||||||
On October 16, 2012, we sold substantially all of the operations of our subsidiary, T-Chek Systems, Inc. ("T-Chek"), which represented a majority of our Payment Services business, to Electronic Funds Source, LLC ("EFS") for $302.5 million in cash. EFS acquired the assets and assumed certain liabilities of T-Chek. | ||||||||||||||||
We recorded a gain on the sale of the assets and liabilities of approximately $281.6 million during the fourth quarter of 2012. In conjunction with the sale, we entered into two ten-year agreements with EFS: a money transfer services agreement and a MasterCard services agreement. These agreements for ongoing activities between us and EFS are expected to result in significant continuing cash outflows. Consequently, the sale of T-Chek's assets and liabilities did not result in the operating results of T-Chek being accounted for as a discontinued operation. | ||||||||||||||||
For the three and nine month periods ended September 30, 2012, on an unaudited pro forma basis, assuming the T-Chek divestiture and the Phoenix acquisition had closed on January 1, 2012, the results of C.H. Robinson excluding T-Chek and including Phoenix would have resulted in the following (in thousands). | ||||||||||||||||
Three Months Ended September 30, 2012 | ||||||||||||||||
C.H. Robinson | T-Chek | Phoenix | Combined | |||||||||||||
As Reported | Operations | Operations | Pro Forma | |||||||||||||
Total revenues | $ | 2,880,409 | $ | (13,204 | ) | $ | 216,219 | $ | 3,083,424 | |||||||
Income from operations | 187,257 | (6,879 | ) | 9,855 | 190,233 | |||||||||||
Net income | 116,330 | (4,271 | ) | 5,529 | 117,588 | |||||||||||
Nine Months Ended September 30, 2012 | ||||||||||||||||
C.H. Robinson | T-Chek | Phoenix | Combined | |||||||||||||
As Reported | Operations | Operations | Pro Forma | |||||||||||||
Total revenues | $ | 8,388,237 | $ | (39,333 | ) | $ | 622,827 | $ | 8,971,731 | |||||||
Income from operations | 541,716 | (19,376 | ) | 24,792 | 547,132 | |||||||||||
Net income | 337,412 | (12,083 | ) | 13,257 | 338,586 | |||||||||||
For the three and nine month periods ended September 30, 2012, Phoenix pro forma financial information includes the following adjustments (in thousands). | ||||||||||||||||
Three Months Ended September 30, 2012 | Nine Months Ended September 30, 2012 | |||||||||||||||
Eliminate personnel costs from purchased transportation and related services | $ | (7,292 | ) | $ | (21,904 | ) | ||||||||||
Eliminate personnel costs from selling, general and administrative services | (13,507 | ) | (45,075 | ) | ||||||||||||
Reclassify costs to personnel expenses | 20,799 | 66,979 | ||||||||||||||
Contractual changes in compensation | — | (5,080 | ) | |||||||||||||
Additional amortization expense on identifiable intangible assets | 4,067 | 12,200 | ||||||||||||||
Rent expense for new lease agreements | 84 | 252 | ||||||||||||||
Depreciation on acquired building | 37 | 111 | ||||||||||||||
Incremental interest expense | 638 | 1,914 | ||||||||||||||
Tax effect | (262 | ) | (786 | ) | ||||||||||||
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 Phoenix has been included in our consolidated financial statements since the acquisition date of November 1, 2012. | ||||||||||||||||
On October 1, 2012, we acquired all of the outstanding stock of the operating subsidiaries of Apreo Logistics S.A. ("Apreo"), a leading freight forwarder based in Warsaw, Poland, for the purpose of expanding our current market presence and service offerings in Europe. The total purchase price of Apreo was approximately $26.5 million, which was paid in cash and is subject to post-closing adjustments. We recorded $17.4 million of goodwill and other intangible assets related to this acquisition. The goodwill is not deductible for tax purposes. The results of operations and financial condition of Apreo have been included in our consolidated financial statements since its acquisition date. The results of our operations for 2012 were not materially impacted by this acquisition. |
CHANGES_IN_ACCUMULATED_OTHER_C
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended |
Sep. 30, 2013 | |
Accumulated other comprehensive loss [Abstract] | ' |
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS | ' |
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS | |
Accumulated other comprehensive loss is included in the Stockholders' investment on our condensed consolidated balance sheet. The recorded balance, net of taxes, at September 30, 2013 and December 31, 2012 was $11.9 million and $9.3 million, respectively. Accumulated other comprehensive loss is comprised solely of foreign currency translation adjustment at September 30, 2013 and December 31, 2012. | |
In February 2013, the Financial Accounting Standards Board issued guidance on the reporting of amounts reclassified out of accumulated other comprehensive income (loss). This guidance requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required to be reclassified in its entirety to net income. Entities may present this information either on the face of the statement where net income is presented or in the notes. This guidance was effective for the Company on January 1, 2013, and is to be applied prospectively. The guidance required additional disclosures, however it did not impact our results of operations, financial position or cash flows. During the quarter ended September 30, 2013, no amounts of accumulated other comprehensive loss were reclassified into net income. |
GOODWILL_AND_OTHER_INTANGIBLE_1
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||
Schedule of Goodwill | ' | |||||||||||||||
The change in the carrying amount of goodwill is as follows (in thousands): | ||||||||||||||||
Balance, December 31, 2012 | $ | 822,215 | ||||||||||||||
Phoenix acquisition - measurement period adjustment | 5,331 | |||||||||||||||
Foreign currency translation | 668 | |||||||||||||||
Balance, September 30, 2013 | $ | 828,214 | ||||||||||||||
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, 2013 | 31-Dec-12 | |||||||||||||||
Gross | $ | 149,644 | $ | 149,644 | ||||||||||||
Accumulated amortization | (29,179 | ) | (14,108 | ) | ||||||||||||
Net | $ | 120,465 | $ | 135,536 | ||||||||||||
Schedule of Indefinite-lived Intangible Assets by Major Class | ' | |||||||||||||||
Other intangible assets, with indefinite lives, are as follows (in thousands): | ||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||
Trademarks | $ | 1,875 | $ | 1,875 | ||||||||||||
Schedule of Amortization Expense | ' | |||||||||||||||
Amortization expense for other intangible assets was (in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Amortization expense | $ | 5,040 | $ | 959 | $ | 15,113 | $ | 2,637 | ||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | ' | |||||||||||||||
Intangible assets at September 30, 2013 will be amortized over the next eight years, and that expense is as follows (in thousands): | ||||||||||||||||
Remainder of 2013 | $ | 5,087 | ||||||||||||||
2014 | 18,719 | |||||||||||||||
2015 | 16,939 | |||||||||||||||
2016 | 16,922 | |||||||||||||||
2017 | 16,827 | |||||||||||||||
Thereafter | 45,971 | |||||||||||||||
Total | $ | 120,465 | ||||||||||||||
FAIR_VALUE_MEASUREMENT_Tables
FAIR VALUE MEASUREMENT (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value, by Balance Sheet Grouping | ' | ||||||||||||||||
The following table presents information as of December 31, 2012, about our financial assets and liabilities that are measured at fair value on a recurring basis, according to the valuation techniques we used to determine their fair values (in thousands). | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total Fair | ||||||||||||||
Value | |||||||||||||||||
December 31, 2012 | |||||||||||||||||
Contingent purchase price related to acquisitions | — | — | 922 | 922 | |||||||||||||
Total liabilities at fair value | $ | — | $ | — | $ | 922 | $ | 922 | |||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | ' | ||||||||||||||||
The table below sets forth a reconciliation of our beginning and ending Level 3 financial liability balance (in thousands). We had no Level 3 liabilities as of September 30, 2013. | |||||||||||||||||
Three Months Ended September 30, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Balance, beginning of period | $ | — | $ | 1,474 | |||||||||||||
Payments of contingent purchase price | — | — | |||||||||||||||
Total unrealized losses included in earnings | — | 76 | |||||||||||||||
Balance, end of period | $ | — | $ | 1,550 | |||||||||||||
STOCK_AWARD_PLANS_Tables
STOCK AWARD PLANS (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Notes To Financial Statements [Abstract] | ' | |||||||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ' | |||||||||||||||
A summary of our total compensation expense recognized in our 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, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Stock options | $ | (144 | ) | $ | 210 | $ | 476 | $ | 1,207 | |||||||
Stock awards | 657 | 3,862 | 8,499 | 17,969 | ||||||||||||
Company expense on ESPP discount | 458 | 446 | 1,881 | 1,901 | ||||||||||||
Total stock based compensation expense | $ | 971 | $ | 4,518 | $ | 10,856 | $ | 21,077 | ||||||||
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, 2013 | ||||||||||||||||
Shares purchased | Aggregate cost | Expense recognized | ||||||||||||||
by employees | to employees | by the company | ||||||||||||||
51,285 | $ | 2,598 | $ | 458 | ||||||||||||
ACQUISITIONS_AND_DIVESTITURES_
ACQUISITIONS AND DIVESTITURES (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
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 Phoenix (in thousands): | ||||||||||||||||
Cash and cash equivalents | $ | 75,372 | ||||||||||||||
Receivables | 125,595 | |||||||||||||||
Other current assets | 7,209 | |||||||||||||||
Property and equipment | 12,160 | |||||||||||||||
Identifiable intangible assets | 130,000 | |||||||||||||||
Goodwill | 453,208 | |||||||||||||||
Other noncurrent assets | 13,542 | |||||||||||||||
Total assets | $ | 817,086 | ||||||||||||||
Accounts payable | $ | (45,367 | ) | |||||||||||||
Accrued expenses | (14,340 | ) | ||||||||||||||
Other liabilities | (80,106 | ) | ||||||||||||||
Estimated net assets acquired | $ | 677,273 | ||||||||||||||
Identifiable intangible assets and estimated useful lives are as follows (dollars in thousands): | ||||||||||||||||
Estimated Life (years) | ||||||||||||||||
Customer relationships | $ | 129,800 | 8 | |||||||||||||
Noncompete agreements | 200 | 5 | ||||||||||||||
Total identifiable intangible assets | $ | 130,000 | ||||||||||||||
Business Acquisition, Pro Forma Information | ' | |||||||||||||||
For the three and nine month periods ended September 30, 2012, on an unaudited pro forma basis, assuming the T-Chek divestiture and the Phoenix acquisition had closed on January 1, 2012, the results of C.H. Robinson excluding T-Chek and including Phoenix would have resulted in the following (in thousands). | ||||||||||||||||
Three Months Ended September 30, 2012 | ||||||||||||||||
C.H. Robinson | T-Chek | Phoenix | Combined | |||||||||||||
As Reported | Operations | Operations | Pro Forma | |||||||||||||
Total revenues | $ | 2,880,409 | $ | (13,204 | ) | $ | 216,219 | $ | 3,083,424 | |||||||
Income from operations | 187,257 | (6,879 | ) | 9,855 | 190,233 | |||||||||||
Net income | 116,330 | (4,271 | ) | 5,529 | 117,588 | |||||||||||
Nine Months Ended September 30, 2012 | ||||||||||||||||
C.H. Robinson | T-Chek | Phoenix | Combined | |||||||||||||
As Reported | Operations | Operations | Pro Forma | |||||||||||||
Total revenues | $ | 8,388,237 | $ | (39,333 | ) | $ | 622,827 | $ | 8,971,731 | |||||||
Income from operations | 541,716 | (19,376 | ) | 24,792 | 547,132 | |||||||||||
Net income | 337,412 | (12,083 | ) | 13,257 | 338,586 | |||||||||||
For the three and nine month periods ended September 30, 2012, Phoenix pro forma financial information includes the following adjustments (in thousands). | ||||||||||||||||
Three Months Ended September 30, 2012 | Nine Months Ended September 30, 2012 | |||||||||||||||
Eliminate personnel costs from purchased transportation and related services | $ | (7,292 | ) | $ | (21,904 | ) | ||||||||||
Eliminate personnel costs from selling, general and administrative services | (13,507 | ) | (45,075 | ) | ||||||||||||
Reclassify costs to personnel expenses | 20,799 | 66,979 | ||||||||||||||
Contractual changes in compensation | — | (5,080 | ) | |||||||||||||
Additional amortization expense on identifiable intangible assets | 4,067 | 12,200 | ||||||||||||||
Rent expense for new lease agreements | 84 | 252 | ||||||||||||||
Depreciation on acquired building | 37 | 111 | ||||||||||||||
Incremental interest expense | 638 | 1,914 | ||||||||||||||
Tax effect | (262 | ) | (786 | ) |
GENERAL_Details
GENERAL (Details) | Sep. 30, 2013 |
Location | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Branch Offices | 285 |
Change_in_the_Carrying_Amount_
Change in the Carrying Amount of Goodwill (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Goodwill [Roll Forward] | ' |
Balance, December 31, 2012 | $822,215 |
Phoenix acquisition - measurement period adjustment | 5,331 |
Foreign currency translation | 668 |
Balance, September 30, 2013 | $828,214 |
Summary_of_Other_Intangible_As
Summary of Other Intangible Assets, with Finite Lives (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Net | $120,465 | ' |
Other Intangible Assets | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross | 149,644 | 149,644 |
Accumulated amortization | -29,179 | -14,108 |
Net | $120,465 | $135,536 |
Other_Intangible_Assets_with_I
Other Intangible Assets, with Indefinite Lives (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Trademarks | $1,875 | $1,875 |
Amortization_Expense_of_Other_
Amortization Expense of Other Intangible Assets (Detail) (Other Intangible Assets, USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Other Intangible Assets | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Amortization expense | $5,040 | $959 | $15,113 | $2,637 |
Estimated_Amortization_Expense
Estimated Amortization Expense on Intangible Assets (Detail) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Estimated amortization expense | ' |
Remainder of 2013 | $5,087 |
2014 | 18,719 |
2015 | 16,939 |
2016 | 16,922 |
2017 | 16,827 |
Thereafter | 45,971 |
Net | $120,465 |
Financial_Assets_and_Liabiliti
Financial Assets and Liabilities at Fair Value on a Recurring Basis (Detail) (Fair Value, Measurements, Recurring, USD $) | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Contingent purchase price related to acquisitions | $922 |
Total liabilities at fair value | 922 |
Level 1 | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Contingent purchase price related to acquisitions | 0 |
Total liabilities at fair value | 0 |
Level 2 | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Contingent purchase price related to acquisitions | 0 |
Total liabilities at fair value | 0 |
Level 3 | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Contingent purchase price related to acquisitions | 922 |
Total liabilities at fair value | $922 |
Reconciliation_of_Beginning_an
Reconciliation of Beginning and Ending Level 3 Financial Liability Balances (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' |
Balance, beginning of period | $0 | $1,474 |
Payments of contingent purchase price | 0 | 0 |
Total unrealized losses included in earnings | 0 | 76 |
Balance, end of period | $0 | $1,550 |
FINANCING_ARRANGEMENTS_Details
FINANCING ARRANGEMENTS (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | |||||||
Sep. 30, 2013 | Oct. 29, 2012 | Aug. 23, 2013 | Aug. 23, 2013 | Aug. 23, 2013 | Aug. 23, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Unsecured Debt | Unsecured Debt | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Current Liability | London Interbank Offered Rate (LIBOR) | Federal Funds Rate | LIBOR Rate Option | |
Senior Unsecured Revolving Credit Facility 2017 Term Loan | Senior Unsecured Revolving Credit Facility 2017 Term Loan | Series A Notes | Series B Notes | Series C Notes | Note Purchase Agreement | Unsecured Debt | Unsecured Debt | Unsecured Debt | Unsecured Debt | |
Senior Unsecured Revolving Credit Facility 2017 Term Loan | Senior Unsecured Revolving Credit Facility 2017 Term Loan | Senior Unsecured Revolving Credit Facility 2017 Term Loan | Senior Unsecured Revolving Credit Facility 2017 Term Loan | |||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, maximum borrowing capacity | ' | $500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Additional borrowing capacity credit facility | ' | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowing outstanding | ' | ' | ' | ' | ' | ' | 350,000,000 | ' | ' | ' |
Debt instrument, basis spread on variable rate | ' | ' | ' | ' | ' | ' | ' | 1.00% | 0.50% | 1.00% |
Debt instrument, description of variable rate basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'One-month LIBOR |
Debt instrument, interest rate during period | 1.30% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, weighted average interest rate | 1.20% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, covenant, leverage ratio, minimum | 0.65 | ' | ' | ' | ' | 0.65 | ' | ' | ' | ' |
Debt instrument, covenant, leverage ratio, maximum | 1 | ' | ' | ' | ' | 1 | ' | ' | ' | ' |
Debt instrument, covenant, interest expense ratio, maximum | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' |
Debt instrument, covenant, interest expense ratio, minimum | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' |
Debt instrument, covenant, priority debt, percentage | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' |
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, redemption price, percentage | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' |
Effective_Income_Tax_Rate_Deta
Effective Income Tax Rate (Detail) | 3 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Effective income tax | 38.00% | 37.90% |
ACCELERATED_SHARE_REPURCHASE_D
ACCELERATED SHARE REPURCHASE (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Aug. 24, 2013 |
CAPITAL STOCK [Abstract] | ' | ' |
Accelerated Share Repurchases, Settlement (Payment) or Receipt | ' | $500 |
Accelerated Share Repurchases, Pursuant Discount Percentage | ' | 0.94% |
Treasury Stock, Shares, Acquired | 6.1 | ' |
Treasury Stock, Value, Acquired, Cost Method | 350 | ' |
Value of Stock Repurchased As Percentage of Total Amount of Shares Estimated Under Accelerated Share Repurchase Agreement | 70.00% | ' |
Accelerated Share Repurchase Program, Adjustment | $150 | ' |
Summary_of_Total_Compensation_
Summary of Total Compensation Expense Recognized in Statements of Operations for Stock-Based Compensation (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $971 | $4,518 | $10,856 | $21,077 |
Stock options | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | -144 | 210 | 476 | 1,207 |
Stock awards | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 657 | 3,862 | 8,499 | 17,969 |
Company expense on ESPP discount | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $458 | $446 | $1,881 | $1,901 |
STOCK_AWARD_PLANS_Additional_I
STOCK AWARD PLANS - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
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 | 7,104,000 | ' |
Stock award, vesting period | '5 years | ' |
Restricted stock awards, discount for post-vesting holding restriction, lower limit | 12.00% | ' |
Restricted stock awards, discount for post-vesting holding restriction, upper limit | 22.00% | ' |
Maximum employee contribution to purchase company stock | $10,000 | ' |
Discount rate used to determine the purchase price | ' | 15.00% |
Restricted Stock Awards | ' | ' |
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ' | ' |
Stock award, vesting period | '5 years | ' |
Unrecognized compensation expense | 136,200,000 | ' |
Stock Option | ' | ' |
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ' | ' |
Unrecognized compensation expense | $25,600,000 | ' |
Summary_of_Employee_Stock_Purc
Summary of Employee Stock Purchase Plan Activity (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Shares purchased by employees | 51,285 | ' | ' | ' |
Aggregate cost to employees | $2,598 | ' | ' | ' |
Expense recognized by the company | 971 | 4,518 | 10,856 | 21,077 |
Company expense on ESPP discount | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expense recognized by the company | $458 | $446 | $1,881 | $1,901 |
LITIGATION_Litigation_Details
LITIGATION Litigation (Details) (Contingent Auto Liability Claim, USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
case | |
Contingent Auto Liability Claim | ' |
Loss Contingencies [Line Items] | ' |
Contingency auto liability cases | 15 |
Settlement contingent liability | $5 |
Retained risk terms under policy | $5 |
Recovered_Sheet1
Acquisitions and Divestitures - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Share data in Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Nov. 01, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Oct. 02, 2012 | Oct. 16, 2012 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Phoenix | Phoenix | Phoenix | Phoenix | Apreo | T-Chek | T-Chek | T-Chek | T-Chek | Goodwill | Current Deferred Taxes | Non-Current Deferred Taxes | Taxes Payable | |||||
agreement | Phoenix | Phoenix | Phoenix | Phoenix | |||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, purchase price | ' | ' | ' | ' | $677,273,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, equity interest issued or issuable, value assigned | ' | ' | ' | ' | 60,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, equity interest issued or issuable, number of shares | ' | ' | ' | ' | 1.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, acquisition price financed with debt | ' | ' | ' | ' | 173,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Assets | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | 5,300,000 | ' | ' | ' |
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Financial Liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,700,000 | 2,100,000 | 3,000,000 |
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | ' | ' | ' | ' | ' | ' | 10,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long lived assets held-for-sale, proceeds from sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | 302,500,000 | ' | ' | ' | ' | ' | ' | ' |
Gain on sale of T-Chek | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 281,600,000 | ' | ' | ' | ' | ' | ' |
Number of Ten Year Agreements with EFS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' |
Agreements with Third Party, Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' |
Revenues | 3,316,665,000 | 2,880,409,000 | 9,599,194,000 | 8,388,237,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating Income (Loss) | 176,355,000 | 187,257,000 | 527,537,000 | 541,716,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | 107,737,000 | 116,330,000 | 322,952,000 | 337,412,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Divestiture, Pro Forma Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -13,204,000 | -39,333,000 | ' | ' | ' | ' |
Business Divestiture, Pro Forma Operating Income (Loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -6,879,000 | -19,376,000 | ' | ' | ' | ' |
Business Divestiture, Pro Forma Net Income (Loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -4,271,000 | -12,083,000 | ' | ' | ' | ' |
Business acquisition, pro forma revenue | ' | 3,083,424,000 | ' | 8,971,731,000 | ' | 216,219,000 | ' | 622,827,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, pro forma operating income | ' | 190,233,000 | ' | 547,132,000 | ' | 9,855,000 | ' | 24,792,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, pro forma net income | ' | 117,588,000 | ' | 338,586,000 | ' | 5,529,000 | ' | 13,257,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, pro forma elimination personnel costs from purchased transportation and related services | ' | ' | ' | ' | ' | -7,292,000 | ' | -21,904,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, pro forma elimination personnel costs from selling, general and administrative services | ' | ' | ' | ' | ' | -13,507,000 | ' | -45,075,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, pro forma reclassify costs to personnel expenses | ' | ' | ' | ' | ' | 20,799,000 | ' | 66,979,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, pro forma changes in compensation | ' | ' | ' | ' | ' | 0 | ' | -5,080,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, pro forma amortization expense | ' | ' | ' | ' | ' | 4,067,000 | ' | 12,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, pro forma rent expense | ' | ' | ' | ' | ' | 84,000 | ' | 252,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, pro forma depreciation expense | ' | ' | ' | ' | ' | 37,000 | ' | 111,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, pro forma interest expense | ' | ' | ' | ' | ' | 638,000 | ' | 1,914,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, tax impact on pro forma adjustments | ' | ' | ' | ' | ' | -262,000 | ' | -786,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, cash paid | ' | ' | ' | ' | ' | ' | ' | ' | 26,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition, goodwill and other intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | $17,400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions_and_Divestitures_1
Acquisitions and Divestitures - Business Combination (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Nov. 01, 2012 |
In Thousands, unless otherwise specified | Phoenix | ||
Business Acquisition [Line Items] | ' | ' | ' |
Cash and cash equivalents | ' | ' | $75,372 |
Receivables | ' | ' | 125,595 |
Other current assets | ' | ' | 7,209 |
Property and equipment | ' | ' | 12,160 |
Identifiable intangible assets | ' | ' | 130,000 |
Goodwill | 828,214 | 822,215 | 453,208 |
Other noncurrent assets | ' | ' | 13,542 |
Total assets | ' | ' | 817,086 |
Accounts payable | ' | ' | -45,367 |
Accrued expenses | ' | ' | -14,340 |
Other liabilities | ' | ' | -80,106 |
Estimated net assets acquired | ' | ' | $677,273 |
Acquisitions_and_Divestitures_2
Acquisitions and Divestitures - Identifiable Intangible Assets and Estimated Useful Lives (Details) (Phoenix, USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Nov. 01, 2012 |
Business Acquisition [Line Items] | ' |
Identifiable intangible assets | $130,000 |
Customer Relationships [Member] | ' |
Business Acquisition [Line Items] | ' |
Estimated Life (years) | '8 years |
Identifiable intangible assets | 129,800 |
Noncompete Agreements [Member] | ' |
Business Acquisition [Line Items] | ' |
Estimated Life (years) | '5 years |
Identifiable intangible assets | $200 |
CHANGES_IN_ACCUMULATED_OTHER_C1
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accumulated other comprehensive loss [Abstract] | ' | ' |
Accumulated other comprehensive loss | ($11,895) | ($9,345) |