Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 06, 2014 | |
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 | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Amendment Flag | 'false | ' |
Trading Symbol | 'CHRW | ' |
Entity Common Stock, Shares Outstanding | ' | 147,157,543 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $144,215 | $162,047 |
Receivables, net of allowance for doubtful accounts of $44,312 and $39,292 | 1,699,787 | 1,449,581 |
Deferred tax asset | 7,156 | 8,286 |
Prepaid expenses and other | 58,043 | 44,571 |
Total current assets | 1,909,201 | 1,664,485 |
Property and equipment, net | 160,268 | 160,703 |
Goodwill | 828,774 | 829,073 |
Other intangible assets, net | 107,611 | 117,467 |
Other assets | 31,252 | 31,090 |
Total assets | 3,037,106 | 2,802,818 |
Current liabilities: | ' | ' |
Accounts payable | 815,249 | 685,890 |
Outstanding checks | 60,864 | 69,117 |
Accrued expenses: | ' | ' |
Compensation and profit-sharing contribution | 78,917 | 85,247 |
Income taxes | 25,682 | 11,681 |
Other accrued liabilities | 50,286 | 43,046 |
Current portion of debt | 400,000 | 375,000 |
Total current liabilities | 1,430,998 | 1,269,981 |
Long-term debt | 500,000 | 500,000 |
Noncurrent income taxes payable | 20,281 | 21,584 |
Deferred tax liabilities | 75,502 | 70,618 |
Other long term liabilities | 224 | 911 |
Total liabilities | 2,027,005 | 1,863,094 |
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; 178,326 and 179,030 shares issued, 147,725 and 150,197 outstanding | 14,772 | 15,020 |
Additional paid-in capital | 290,064 | 217,894 |
Retained earnings | 2,520,710 | 2,413,833 |
Accumulated other comprehensive loss | -11,699 | -10,620 |
Treasury stock at cost (30,601 and 28,833 shares) | -1,803,746 | -1,696,403 |
Total stockholders’ investment | 1,010,101 | 939,724 |
Total liabilities and stockholders’ investment | $3,037,106 | $2,802,818 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Receivables, allowance for doubtful accounts | $44,312 | $39,292 |
Preferred stock, par value | $0.10 | $0.10 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.10 | $0.10 |
Common stock, shares authorized | 480,000,000 | 480,000,000 |
Common stock, shares issued | 178,326,000 | 179,030,000 |
Common stock, shares outstanding | 147,725,000 | 150,197,000 |
Treasury stock, shares | 30,601,000 | 28,833,000 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenues: | ' | ' | ' | ' |
Transportation | $3,038,923 | $2,818,077 | $5,842,627 | $5,421,259 |
Sourcing | 460,816 | 466,811 | 796,624 | 854,663 |
Payment Services | 3,179 | 3,374 | 6,252 | 6,607 |
Total revenues | 3,502,918 | 3,288,262 | 6,645,503 | 6,282,529 |
Costs and expenses: | ' | ' | ' | ' |
Purchased transportation and related services | 2,555,371 | 2,386,932 | 4,931,196 | 4,568,862 |
Purchased products sourced for resale | 425,922 | 428,059 | 734,884 | 784,065 |
Purchased payment services | 588 | 669 | 1,151 | 1,278 |
Personnel expenses | 238,986 | 206,009 | 459,283 | 418,654 |
Other selling, general, and administrative expenses | 81,669 | 84,117 | 161,636 | 158,488 |
Total costs and expenses | 3,302,536 | 3,105,786 | 6,288,150 | 5,931,347 |
Income from operations | 200,382 | 182,476 | 357,353 | 351,182 |
Interest and other expense | -6,252 | -589 | -12,383 | -649 |
Income before provision for income taxes | 194,130 | 181,887 | 344,970 | 350,533 |
Provision for income taxes | 75,534 | 70,015 | 133,187 | 135,318 |
Net income | 118,596 | 111,872 | 211,783 | 215,215 |
Other comprehensive loss | -743 | -3,405 | -1,079 | -5,634 |
Comprehensive income | $117,853 | $108,467 | $210,704 | $209,581 |
Basic net income per share (in dollars per share) | $0.80 | $0.70 | $1.43 | $1.34 |
Diluted net income per share (in dollars per share) | $0.80 | $0.70 | $1.43 | $1.34 |
Basic weighted average shares outstanding (in shares) | 147,826 | 159,818 | 148,167 | 160,137 |
Dilutive effect of outstanding stock awards (in shares) | 148 | 99 | 126 | 61 |
Diluted weighted average shares outstanding (in shares) | 147,974 | 159,917 | 148,293 | 160,198 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
OPERATING ACTIVITIES | ' | ' |
Net income | $211,783 | $215,215 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 29,349 | 27,952 |
Provision for doubtful accounts | 11,128 | 5,635 |
Stock-based compensation | 16,423 | 9,885 |
Deferred income taxes | 5,894 | 25,993 |
Gain on divestiture | -1,848 | 0 |
Loss on sale/disposal of assets | 500 | 138 |
Other long-term liabilities | 0 | 5 |
Changes in operating elements (net of acquisitions): | ' | ' |
Receivables | -261,334 | -198,669 |
Prepaid expenses and other | -14,214 | -12,146 |
Other non-current assets | 270 | 0 |
Accounts payable and outstanding checks | 121,109 | 100,481 |
Accrued compensation and profit-sharing contribution | -6,137 | -35,277 |
Accrued income taxes | 12,698 | -69,631 |
Other accrued liabilities | 2,747 | -11,310 |
Net cash provided by operating activities | 128,368 | 58,271 |
INVESTING ACTIVITIES | ' | ' |
Purchases of property and equipment | -14,860 | -18,316 |
Purchases and development of software | -3,964 | -4,261 |
Acquisitions, net of cash acquired | 0 | 19,126 |
Other | 268 | 107 |
Net cash used for investing activities | -18,556 | -3,344 |
FINANCING ACTIVITIES | ' | ' |
Proceeds from stock issued for employee benefit plans | 7,417 | 10,298 |
Stock tendered for payment of withholding taxes | -11,288 | -47,909 |
Payment of contingent purchase price | 0 | -927 |
Repurchase of common stock | -48,869 | -96,432 |
Cash dividends | -104,909 | -113,031 |
Excess tax benefit on stock-based compensation | 5,198 | 24,755 |
Proceeds from short-term borrowings | 2,435,000 | 2,134,023 |
Payments on short-term borrowings | -2,410,000 | -2,022,017 |
Net cash used for financing activities | -127,451 | -111,240 |
Effect of exchange rates on cash | -193 | -3,689 |
Net decrease in cash and cash equivalents | -17,832 | -60,002 |
Cash and cash equivalents, beginning of period | 162,047 | 210,019 |
Cash and cash equivalents, end of period | $144,215 | $150,017 |
GENERAL
GENERAL | 6 Months Ended |
Jun. 30, 2014 | |
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 282 branch offices operating 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. | |
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, 2013. |
GOODWILL_AND_OTHER_INTANGIBLE_
GOODWILL AND OTHER INTANGIBLE ASSETS | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
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, 2013 | $ | 829,073 | ||||||||||||||
Foreign currency translation | (299 | ) | ||||||||||||||
Balance, June 30, 2014 | $ | 828,774 | ||||||||||||||
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, 2014 | 31-Dec-13 | |||||||||||||||
Gross | $ | 146,129 | $ | 148,917 | ||||||||||||
Accumulated amortization | (40,393 | ) | (33,325 | ) | ||||||||||||
Net | $ | 105,736 | $ | 115,592 | ||||||||||||
Other intangible assets, with indefinite lives, are as follows (in thousands): | ||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||
Trademarks | $ | 1,875 | $ | 1,875 | ||||||||||||
Amortization expense for other intangible assets is as follows (in thousands): | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Amortization expense | $ | 4,912 | $ | 5,026 | $ | 9,839 | $ | 10,073 | ||||||||
Intangible assets at June 30, 2014 will be amortized over the next seven years, and that expense is as follows (in thousands): | ||||||||||||||||
Remainder of 2014 | $ | 9,049 | ||||||||||||||
2015 | 16,939 | |||||||||||||||
2016 | 16,922 | |||||||||||||||
2017 | 16,890 | |||||||||||||||
2018 | 16,225 | |||||||||||||||
Thereafter | 29,711 | |||||||||||||||
Total | $ | 105,736 | ||||||||||||||
FAIR_VALUE_MEASUREMENT
FAIR VALUE MEASUREMENT | 6 Months Ended | |||
Jun. 30, 2014 | ||||
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 table below sets forth a reconciliation of our beginning and ending Level 3 financial liability balance as of June 30, 2013 (in thousands). We had no Level 3 liabilities as of and the during the periods ended June 30, 2014. | ||||
Balance, December 31, 2012 | $ | 922 | ||
Payments of contingent purchase price | (927 | ) | ||
Total unrealized losses included in earnings | 5 | |||
Balance, June 30, 2013 | $ | — | ||
FINANCING_ARRANGEMENTS
FINANCING ARRANGEMENTS | 6 Months Ended |
Jun. 30, 2014 | |
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 June 30, 2014 and December 31, 2013, we had $400.0 million and $375.0 million, respectively, in borrowings outstanding under the Credit Agreement, which is classified as a current liability on the consolidated balance sheet. 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 1.00 percent plus one-month LIBOR plus a specified margin). As of June 30, 2014, the variable rate equaled LIBOR plus 1.50 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, 2014 was approximately 1.7 percent and at June 30, 2014 was approximately 1.7 percent. The weighted average interest rate incurred on borrowings during the quarter ended June 30, 2013 was approximately 1.3 percent and at June 30, 2013 was approximately 1.2 percent. | |
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 all of the financial debt covenants as of June 30, 2014. | |
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, 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; 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, 2014. | |
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(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 $523.3 million at June 30, 2014, based on observable market-based inputs compared to 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
INCOME TAXES | 6 Months Ended |
Jun. 30, 2014 | |
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 June 30, 2014 and 2013 was 38.9 percent and 38.5 percent, 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 | 6 Months Ended |
Jun. 30, 2014 | |
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 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 and six months ended June 30, 2014. |
STOCK_AWARD_PLANS
STOCK AWARD PLANS | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
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 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, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Stock options | $ | 2,308 | $ | 319 | $ | 2,761 | $ | 620 | ||||||||
Stock awards | 8,840 | 3,940 | 12,353 | 7,842 | ||||||||||||
Company expense on ESPP discount | 482 | 511 | 1,309 | 1,423 | ||||||||||||
Total stock-based compensation expense | $ | 11,630 | $ | 4,770 | $ | 16,423 | $ | 9,885 | ||||||||
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 4,912,000 shares were available for stock awards as of June 30, 2014. 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, 2014, unrecognized compensation expense related to stock options was $40.2 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 18 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, 2014, there is unrecognized compensation expense of $128.5 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 are vested immediately. The following is a summary of the employee stock purchase plan activity (dollar amounts in thousands): | ||||||||||||||||
Three Months Ended June 30, 2014 | ||||||||||||||||
Shares purchased | Aggregate cost | Expense recognized | ||||||||||||||
by employees | to employees | by the company | ||||||||||||||
50,365 | $ | 2,731 | $ | 482 | ||||||||||||
LITIGATION
LITIGATION | 6 Months Ended |
Jun. 30, 2014 | |
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 17 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 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. |
CHANGES_IN_ACCUMULATED_OTHER_C
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS | 6 Months Ended |
Jun. 30, 2014 | |
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 June 30, 2014 and December 31, 2013 was $11.7 million and $10.6 million, respectively. Accumulated other comprehensive loss is comprised solely of foreign currency translation adjustment at June 30, 2014 and December 31, 2013. |
GOODWILL_AND_OTHER_INTANGIBLE_1
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
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, 2013 | $ | 829,073 | ||||||||||||||
Foreign currency translation | (299 | ) | ||||||||||||||
Balance, June 30, 2014 | $ | 828,774 | ||||||||||||||
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, 2014 | 31-Dec-13 | |||||||||||||||
Gross | $ | 146,129 | $ | 148,917 | ||||||||||||
Accumulated amortization | (40,393 | ) | (33,325 | ) | ||||||||||||
Net | $ | 105,736 | $ | 115,592 | ||||||||||||
Schedule of Indefinite-lived Intangible Assets by Major Class | ' | |||||||||||||||
Other intangible assets, with indefinite lives, are as follows (in thousands): | ||||||||||||||||
June 30, 2014 | December 31, 2013 | |||||||||||||||
Trademarks | $ | 1,875 | $ | 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, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Amortization expense | $ | 4,912 | $ | 5,026 | $ | 9,839 | $ | 10,073 | ||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | ' | |||||||||||||||
Intangible assets at June 30, 2014 will be amortized over the next seven years, and that expense is as follows (in thousands): | ||||||||||||||||
Remainder of 2014 | $ | 9,049 | ||||||||||||||
2015 | 16,939 | |||||||||||||||
2016 | 16,922 | |||||||||||||||
2017 | 16,890 | |||||||||||||||
2018 | 16,225 | |||||||||||||||
Thereafter | 29,711 | |||||||||||||||
Total | $ | 105,736 | ||||||||||||||
FAIR_VALUE_MEASUREMENT_Tables
FAIR VALUE MEASUREMENT (Tables) | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Fair Value Disclosures [Abstract] | ' | |||
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 as of June 30, 2013 (in thousands). We had no Level 3 liabilities as of and the during the periods ended June 30, 2014. | ||||
Balance, December 31, 2012 | $ | 922 | ||
Payments of contingent purchase price | (927 | ) | ||
Total unrealized losses included in earnings | 5 | |||
Balance, June 30, 2013 | $ | — | ||
STOCK_AWARD_PLANS_Tables
STOCK AWARD PLANS (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
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 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, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Stock options | $ | 2,308 | $ | 319 | $ | 2,761 | $ | 620 | ||||||||
Stock awards | 8,840 | 3,940 | 12,353 | 7,842 | ||||||||||||
Company expense on ESPP discount | 482 | 511 | 1,309 | 1,423 | ||||||||||||
Total stock-based compensation expense | $ | 11,630 | $ | 4,770 | $ | 16,423 | $ | 9,885 | ||||||||
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, 2014 | ||||||||||||||||
Shares purchased | Aggregate cost | Expense recognized | ||||||||||||||
by employees | to employees | by the company | ||||||||||||||
50,365 | $ | 2,731 | $ | 482 | ||||||||||||
GENERAL_Details
GENERAL (Details) | Jun. 30, 2014 |
Location | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Branch Offices | 282 |
Change_in_the_Carrying_Amount_
Change in the Carrying Amount of Goodwill (Detail) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Goodwill [Roll Forward] | ' |
Balance, December 31, 2013 | $829,073 |
Foreign currency translation | -299 |
Balance, June 30, 2014 | $828,774 |
Summary_of_Other_Intangible_As
Summary of Other Intangible Assets, with Finite Lives (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Net | $105,736 | ' |
Other Intangible Assets | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross | 146,129 | 148,917 |
Accumulated amortization | -40,393 | -33,325 |
Net | $105,736 | $115,592 |
Other_Intangible_Assets_with_I
Other Intangible Assets, with Indefinite Lives (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
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 | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Other Intangible Assets | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Amortization expense | $4,912 | $5,026 | $9,839 | $10,073 |
Estimated_Amortization_Expense
Estimated Amortization Expense on Intangible Assets (Detail) (USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
Estimated amortization expense | ' |
Remainder of 2014 | $9,049 |
2015 | 16,939 |
2016 | 16,922 |
2017 | 16,890 |
2018 | 16,225 |
Thereafter | 29,711 |
Net | $105,736 |
Reconciliation_of_Beginning_an
Reconciliation of Beginning and Ending Level 3 Financial Liability Balances (Detail) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2013 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' |
Balance, December 31, 2012 | $922 |
Payments of contingent purchase price | -927 |
Total unrealized losses included in earnings | 5 |
Balance, June 30, 2013 | $0 |
FINANCING_ARRANGEMENTS_Details
FINANCING ARRANGEMENTS (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Oct. 29, 2012 | Aug. 23, 2013 | Aug. 23, 2013 | Aug. 23, 2013 | Aug. 23, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
Unsecured Debt | Unsecured Debt | Unsecured Debt | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Current Liability | 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 | 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 | 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 | 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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000,000 | 375,000,000 | ' | ' | ' |
Debt instrument, basis spread on variable rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | 0.50% | 1.00% |
Debt instrument, interest rate during period | ' | ' | 1.70% | 1.30% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, weighted average interest rate | ' | ' | 1.70% | 1.20% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, covenant, leverage ratio, minimum | ' | ' | 0.65 | ' | ' | ' | ' | ' | 0.65 | ' | ' | ' | ' | ' |
Debt instrument, covenant, leverage ratio, maximum | ' | ' | 1 | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' |
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, covenant, interest expense ratio, maximum | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' |
Debt instrument, covenant, interest expense ratio, minimum | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' |
Debt instrument, covenant, priority debt, percentage | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' |
Debt instrument, redemption price, percentage | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' |
Long-term Debt, Fair Value | 523,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt | $500,000,000 | $500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, description of variable rate basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'One-month LIBOR |
Effective_Income_Tax_Rate_Deta
Effective Income Tax Rate (Detail) | 3 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' |
Effective income tax | 38.90% | 38.50% |
ACCELERATED_SHARE_REPURCHASE_D
ACCELERATED SHARE REPURCHASE (Details) (Accelerated Share Repurchase [Member], USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 13, 2013 | Feb. 28, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Aug. 24, 2013 |
Accelerated Share Repurchase [Member] | ' | ' | ' | ' | ' | ' | ' |
Accelerated Share Repurchases [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Accelerated Share Repurchases, Settlement (Payment) or Receipt | ' | ' | ' | ' | ' | ' | $500 |
Accelerated Share Repurchases, Pursuant Discount Percentage | ' | ' | ' | ' | ' | ' | 0.94% |
Treasury Stock, Shares, Acquired | 1.2 | 1.2 | ' | 6.1 | 8.5 | ' | ' |
Treasury Stock, Value, Acquired, Cost Method | ' | ' | ' | 350 | ' | 425 | ' |
Value of Stock Repurchased As Percentage of Total Amount of Shares Estimated Under Accelerated Share Repurchase Agreement | ' | ' | ' | 70.00% | ' | ' | ' |
Accelerated Share Repurchase Program, Adjustment | ' | ' | $75 | ' | ' | $75 | ' |
Summary_of_Total_Compensation_
Summary of Total Compensation Expense Recognized in Statements of Operations for Stock-Based Compensation (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $11,630 | $4,770 | $16,423 | $9,885 |
Stock options | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 2,308 | 319 | 2,761 | 620 |
Stock awards | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 8,840 | 3,940 | 12,353 | 7,842 |
Company expense on ESPP discount | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $482 | $511 | $1,309 | $1,423 |
STOCK_AWARD_PLANS_Additional_I
STOCK AWARD PLANS - Additional Information (Detail) (USD $) | 3 Months Ended |
Jun. 30, 2014 | |
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ' |
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 | 128,500,000 |
Restricted stock awards, discount for post-vesting holding restriction, lower limit | 18.00% |
Restricted stock awards, discount for post-vesting holding restriction, upper limit | 22.00% |
Stock Option | ' |
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 | 4,912,000 |
Stock award, vesting period | '5 years |
Unrecognized compensation expense | $40,200,000 |
Summary_of_Employee_Stock_Purc
Summary of Employee Stock Purchase Plan Activity (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Shares purchased by employees | 50,365 | ' | ' | ' |
Aggregate cost to employees | $2,731 | ' | ' | ' |
Expense recognized by the company | 11,630 | 4,770 | 16,423 | 9,885 |
Company expense on ESPP discount | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expense recognized by the company | $482 | $511 | $1,309 | $1,423 |
LITIGATION_Litigation_Details
LITIGATION Litigation (Details) (Contingent Auto Liability Claim) | 6 Months Ended |
Jun. 30, 2014 | |
case | |
Contingent Auto Liability Claim | ' |
Loss Contingencies [Line Items] | ' |
Contingency auto liability cases | 17 |
CHANGES_IN_ACCUMULATED_OTHER_C1
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accumulated other comprehensive loss [Abstract] | ' | ' |
Accumulated other comprehensive loss | ($11,699) | ($10,620) |