Document and Entity Information

9 Months Ended

Sep. 30, 2013

Nov. 5, 2013

Document Documentand Entity Information [Abstract]

Document Type

10-Q

Amendment Flag

false

Document Period End Date

Sep. 30, 2013

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 SHEETS (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2013

Dec. 31, 2012

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

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 BALANCE SHEETS (Parenthetical) (USD $)

In Thousands, except Per Share data, unless otherwise specified

Sep. 30, 2013

Dec. 31, 2012

Statement of Financial Position [Abstract]

Receivables, allowance for doubtful accounts

$ 39,230

$ 34,560

Preferred stock, par value

$ 0.10

Preferred stock, shares authorized

20,000

Preferred stock, shares issued

0

Preferred stock, shares outstanding

0

Common stock, par value

$ 0.10

Common stock, shares authorized

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 STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (USD $)

In Thousands, except Per Share data, unless otherwise specified

3 Months Ended

9 Months Ended

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 STATEMENTS OF CASH FLOWS (USD $)

In Thousands, unless otherwise specified

9 Months Ended

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

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 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			December 31, 2012
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

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

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

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

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-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 by employees	Aggregate cost to employees		Expense recognized by the company
51,285	$	2,598	$	458

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

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 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 ASSETS (Tables)

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			December 31, 2012
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, 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)

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 by employees	Aggregate cost to employees		Expense recognized by the company
51,285	$	2,598	$	458

ACQUISITIONS AND DIVESTITURES (Tables)

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)

Sep. 30, 2013

Location

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Branch Offices

285

Change in the Carrying Amount of Goodwill (Detail) (USD $)

In Thousands, unless otherwise specified

9 Months Ended

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 Assets, with Finite Lives (Detail) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2013

Dec. 31, 2012

Finite-Lived Intangible Assets [Line Items]

Net

$ 120,465

Other Intangible Assets

Finite-Lived Intangible Assets [Line Items]

Gross

149,644

Accumulated amortization

(29,179)

(14,108)

Net

$ 120,465

$ 135,536

Other Intangible Assets, with Indefinite Lives (Detail) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2013

Dec. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Trademarks

$ 1,875

Amortization Expense of Other Intangible Assets (Detail) (Other Intangible Assets, USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

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 on Intangible Assets (Detail) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2013

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 Liabilities at Fair Value on a Recurring Basis (Detail) (Fair Value, Measurements, Recurring, USD $)

In Thousands, unless otherwise specified

Dec. 31, 2012

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 and Ending Level 3 Financial Liability Balances (Detail) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

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

Total unrealized losses included in earnings

0

76

Balance, end of period

$ 0

$ 1,550

FINANCING ARRANGEMENTS (Details) (USD $)

3 Months Ended

0 Months Ended

3 Months Ended

Sep. 30, 2013

Unsecured Debt

Senior Unsecured Revolving Credit Facility 2017 Term Loan

Oct. 29, 2012

Unsecured Debt

Senior Unsecured Revolving Credit Facility 2017 Term Loan

Aug. 23, 2013

Senior Notes

Series A Notes

Aug. 23, 2013

Senior Notes

Series B Notes

Aug. 23, 2013

Senior Notes

Series C Notes

Aug. 23, 2013

Senior Notes

Note Purchase Agreement

Sep. 30, 2013

Current Liability

Unsecured Debt

Senior Unsecured Revolving Credit Facility 2017 Term Loan

Sep. 30, 2013

London Interbank Offered Rate (LIBOR)

Unsecured Debt

Senior Unsecured Revolving Credit Facility 2017 Term Loan

Sep. 30, 2013

Federal Funds Rate

Unsecured Debt

Senior Unsecured Revolving Credit Facility 2017 Term Loan

Sep. 30, 2013

LIBOR Rate Option

Unsecured Debt

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

Debt instrument, covenant, leverage ratio, maximum

1.00

Debt instrument, covenant, interest expense ratio, maximum

2.00

Debt instrument, covenant, interest expense ratio, minimum

1.00

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 (Detail)

3 Months Ended

Sep. 30, 2013

Sep. 30, 2012

Income Tax Disclosure [Abstract]

Effective income tax

38.00%

37.90%

ACCELERATED SHARE REPURCHASE (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Sep. 30, 2013

Aug. 24, 2013

CAPITAL STOCK [Abstract]

Accelerated Share Repurchases, Settlement (Payment) or Receipt

$ 500.0

Accelerated Share Repurchases, Pursuant Discount Percentage

0.94%

Treasury Stock, Shares, Acquired

6.1

Treasury Stock, Value, Acquired, Cost Method

350.0

Value of Stock Repurchased As Percentage of Total Amount of Shares Estimated Under Accelerated Share Repurchase Agreement

70.00%

Accelerated Share Repurchase Program, Adjustment

$ 150.0

Summary of Total Compensation Expense Recognized in Statements of Operations for Stock-Based Compensation (Detail) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

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 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 Purchase Plan Activity (Detail) (USD $)

In Thousands, except Share data, unless otherwise specified

3 Months Ended

9 Months Ended

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) (Contingent Auto Liability Claim, USD $)

In Millions, unless otherwise specified

3 Months Ended

Sep. 30, 2013

case

Contingent Auto Liability Claim

Loss Contingencies [Line Items]

Contingency auto liability cases

15

Settlement contingent liability

$ 5.0

Retained risk terms under policy

$ 5.0

Acquisitions and Divestitures - Additional Information (Detail) (USD $)

Share data in Millions, unless otherwise specified

3 Months Ended

9 Months Ended

0 Months Ended

3 Months Ended

9 Months Ended

0 Months Ended

3 Months Ended

9 Months Ended

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Nov. 1, 2012

Phoenix

Sep. 30, 2012

Phoenix

Sep. 30, 2013

Phoenix

Sep. 30, 2012

Phoenix

Oct. 2, 2012

Apreo

Oct. 16, 2012

T-Chek

Dec. 31, 2012

T-Chek

agreement

Sep. 30, 2012

T-Chek

Sep. 30, 2012

T-Chek

Sep. 30, 2013

Goodwill

Phoenix

Sep. 30, 2013

Current Deferred Taxes

Phoenix

Sep. 30, 2013

Non-Current Deferred Taxes

Phoenix

Sep. 30, 2013

Taxes Payable

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 - Business Combination (Details) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2013

Dec. 31, 2012

Nov. 1, 2012

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 - Identifiable Intangible Assets and Estimated Useful Lives (Details) (Phoenix, USD $)

In Thousands, unless otherwise specified

0 Months Ended

Nov. 1, 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 COMPREHENSIVE LOSS (Details) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2013

Dec. 31, 2012

Accumulated other comprehensive loss [Abstract]

Accumulated other comprehensive loss

$ (11,895)

$ (9,345)