Document and Entity Information

6 Months Ended

Jun. 30, 2013

Aug. 2, 2013

Document Documentand Entity Information [Abstract]

Document Type

10-Q

Amendment Flag

false

Document Period End Date

Jun. 30, 2013

Document Fiscal Year Focus

2013

Document Fiscal Period Focus

Q2

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

159,343,889

CONSOLIDATED BALANCE SHEETS (USD $)

In Thousands, unless otherwise specified

Jun. 30, 2013

Dec. 31, 2012

Current assets:

Cash and cash equivalents

$ 150,017

$ 210,019

Receivables, net of allowance for doubtful accounts of $36,581 and $34,560

1,570,886

1,412,136

Deferred tax asset

10,602

11,780

Prepaid expenses and other

51,463

38,355

Total current assets

1,782,968

1,672,290

Property and equipment, net

153,327

149,851

Goodwill

826,288

822,215

Other intangible assets, net

127,254

137,411

Other assets

31,708

22,458

Total assets

2,921,545

2,804,225

Current liabilities:

Accounts payable

747,022

639,460

Outstanding checks

60,950

68,016

Accrued expenses:

Compensation and profit-sharing contribution

67,518

103,343

Income taxes

51,919

121,581

Other accrued liabilities

37,926

46,171

Current portion of debt

365,652

253,646

Total current liabilities

1,330,987

1,232,217

Noncurrent income taxes payable

20,621

20,590

Deferred tax liabilities

69,928

45,113

Other long term liabilities

944

1,933

Total liabilities

1,422,480

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; 178,668 and 178,695 shares issued, 159,737 and 161,327 outstanding

15,974

16,133

Additional paid-in capital

296,914

303,479

Retained earnings

2,320,398

2,218,229

Accumulated other comprehensive loss

(14,979)

(9,345)

Treasury stock at cost (18,931 and 17,368 shares)

(1,119,242)

(1,024,124)

Total stockholders’ investment

1,499,065

1,504,372

Total liabilities and stockholders’ investment

$ 2,921,545

$ 2,804,225

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)

In Thousands, except Per Share data, unless otherwise specified

Jun. 30, 2013

Mar. 31, 2012

Statement of Financial Position [Abstract]

Receivables, allowance for doubtful accounts

$ 36,581

$ 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

178,668

178,695

Common stock, shares outstanding

159,737

161,327

Treasury stock, shares

18,931

17,368

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (USD $)

In Thousands, except Per Share data, unless otherwise specified

3 Months Ended

6 Months Ended

Jun. 30, 2013

Jun. 30, 2012

Jun. 30, 2013

Jun. 30, 2012

Revenues:

Transportation

$ 2,818,077

$ 2,476,805

$ 5,421,259

$ 4,653,602

Sourcing

466,811

462,597

854,663

822,327

Payment Services

3,374

16,312

6,607

31,899

Total revenues

3,288,262

2,955,714

6,282,529

5,507,828

Costs and expenses:

Purchased transportation and related services

2,386,932

2,107,799

4,568,862

3,917,380

Purchased products sourced for resale

428,059

422,392

784,065

750,179

Purchased payment services

669

0

1,278

0

Personnel expenses

206,009

177,184

418,654

360,622

Selling, general, and administrative expenses

84,117

63,425

158,488

125,188

Total costs and expenses

3,105,786

2,770,800

5,931,347

5,153,369

Income from operations

182,476

184,914

351,182

354,459

Investment, interest, and other (expense) income

(589)

686

(649)

900

Income before provision for income taxes

181,887

185,600

350,533

355,359

Provision for income taxes

70,015

71,018

135,318

134,277

Net income

111,872

114,582

215,215

221,082

Other comprehensive loss

(3,405)

(2,857)

(5,634)

(2,630)

Comprehensive income

$ 108,467

$ 111,725

$ 209,581

$ 218,452

Basic net income per share (in dollars per share)

$ 0.70

$ 0.71

$ 1.34

$ 1.36

Diluted net income per share (in dollars per share)

$ 0.70

$ 0.71

$ 1.34

$ 1.36

Basic weighted average shares outstanding

159,818

161,887

160,137

162,290

Dilutive effect of outstanding stock awards

99

313

61

353

Diluted weighted average shares outstanding

159,917

162,200

160,198

162,643

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)

In Thousands, unless otherwise specified

6 Months Ended

Jun. 30, 2013

Jun. 30, 2012

OPERATING ACTIVITIES

Net income

$ 215,215

$ 221,082

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

27,952

17,208

Provision for doubtful accounts

5,635

3,608

Stock-based compensation

9,885

16,559

Deferred income taxes

25,993

3,543

Loss on sale/disposal of assets

138

2,397

Other long-term liabilities

5

17

Changes in operating elements, net of effects of acquisitions:

Receivables

(198,669)

(229,361)

Prepaid expenses and other

(12,146)

(5,631)

Accounts payable and outstanding checks

100,481

130,457

Accrued compensation and profit-sharing contribution

(35,277)

(51,556)

Accrued income taxes

(69,631)

9,058

Other accrued liabilities

(11,310)

(7,353)

Net cash provided by operating activities

58,271

110,028

INVESTING ACTIVITIES

Purchases of property and equipment

(18,316)

(17,403)

Purchases and development of software

(4,261)

(7,567)

Payments to Acquire Businesses, Net of Cash Acquired

19,126

0

Other

107

192

Net cash used for investing activities

(3,344)

(24,778)

FINANCING ACTIVITIES

Proceeds from stock issued for employee benefit plans

10,298

10,736

Stock tendered for payment of withholding taxes

(47,909)

(8,020)

Payment of contingent purchase price

(927)

(11,613)

Repurchase of common stock

(96,432)

(105,483)

Cash dividends

(113,031)

(109,151)

Excess tax benefit on stock-based compensation

24,755

7,654

Proceeds from short-term borrowings

2,134,023

0

Payments on short-term borrowings

(2,022,017)

0

Net cash used for financing activities

(111,240)

(215,877)

Effect of exchange rates on cash

(3,689)

(2,415)

Net decrease in cash and cash equivalents

(60,002)

(133,042)

Cash and cash equivalents, beginning of period

210,019

373,669

Cash and cash equivalents, end of period

$ 150,017

$ 240,627

GENERAL (Notes)

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 276 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	4,606
Foreign currency translation	(533		)
Balance, June 30, 2013	$	826,288

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, 2013			December 31, 2012
Gross	$	149,644		$	149,644
Accumulated amortization	(24,265		)	(14,108		)
Net	$	125,379		$	135,536

Other intangible assets, with indefinite lives, are as follows (in thousands):



	June 30, 2013		December 31, 2012
Trademarks	$	1,875	$	1,875

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



	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Amortization expense	$	5,026	$	966	$	10,073	$	1,808

Intangible assets at June 30, 2013 will be amortized over the next eight years, and that expense is as follows (in thousands):




Remainder of 2013	$	10,042
2014	18,719
2015	16,939
2016	16,922
2017	16,827
Thereafter	45,930
Total	$	125,379

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 June 30, 2013.



	Three Months Ended June 30,
	2013		2012
Balance, beginning of period	$	—	$	1,265
Payments of contingent purchase price	—		—
Total unrealized losses included in earnings	—		209
Balance, end of period	$	—	$	1,474

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 will 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, 2013, we had $365.0 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 sated amount under each letter of credit issued under the facility. The weighted average interest rate incurred on borrowings during the quarter ended June 30, 2013 was approximately 1.3% and at June 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 June 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.

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, 2013 and 2012 were 38.5% and 38.3%, 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.

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 June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Stock options	$	319	$	495	$	620	$	997
Stock awards	3,940		5,809		7,842		14,107
Company expense on ESPP discount	511		489		1,423		1,455
Total stock based compensation expense	$	4,770	$	6,793	$	9,885	$	16,559

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 7,095,000 shares were available for stock awards under the new plan as of June 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 June 30, 2013, unrecognized compensation expense related to stock options was $25.5 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. 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 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 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 June 30, 2013, there is unrecognized compensation expense of $137.1 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 June 30, 2013
Shares purchased by employees	Aggregate cost to employees		Expense recognized by the company
60,472	$	2,894	$	511

LITIGATION (Notes)

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 eleven 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. 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	8,929
Property and equipment	12,160
Identifiable intangible assets	130,000
Goodwill	452,483
Other noncurrent assets	15,596
Total assets	$	820,135

Accounts payable	$	(45,367	)
Accrued expenses	(14,340		)
Other liabilities	(83,155		)
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 certain working capital accounts, taxes, and goodwill, as final information was not available as of June 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 six 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 $4.6 million increase in goodwill, 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 six months ended June 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 six month periods ended June 30, 2012, on an unaudited pro forma basis, assuming the T-Chek divestiture and the Phoenix acquisition had closed on January 1, 2011, the results of C.H. Robinson excluding T-Chek and including Phoenix would have resulted in the following (in thousands).



	Three Months Ended June 30, 2013
	C.H. Robinson		T-Chek			Phoenix		Combined
	As Reported		Operations			Operations		Pro Forma

Total revenues	$	2,955,714	$	(13,354	)	$	223,408	$	3,165,768
Income from operations	184,914		(6,815		)	10,601		188,700
Net income	114,582		(4,275		)	6,437		116,744



	Six Months Ended June 30, 2012
	C.H. Robinson		T-Chek			Phoenix		Combined
	As Reported		Operations			Operations		Pro Forma

Total revenues	$	5,507,828	$	(26,129	)	$	406,608	$	5,888,307
Income from operations	354,459		(12,497		)	14,937		356,899
Net income	221,082		(7,812		)	7,728		220,998

For the three and six month periods ended June 30, 2012, Phoenix pro forma financial information includes the following adjustments (in thousands).



	Three Months Ended June 30,			Six Months Ended June 30,
	2012			2012
Contractual changes in compensation	$	(5,080	)	$	(5,080	)
Additional amortization expense on identifiable intangible assets	4,067			8,133
Rent expense for new lease agreements	84			168
Depreciation on acquired building	37			75
Incremental interest expense	638			1,275
Tax effect	(262		)	(523		)

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 (Notes)

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, 2013 and December 31, 2012 was $15.0 million and $9.3 million, respectively. Accumulated other comprehensive loss is comprised solely of foreign currency translation adjustment at June 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 June 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	4,606
Foreign currency translation	(533		)
Balance, June 30, 2013	$	826,288

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, 2013			December 31, 2012
Gross	$	149,644		$	149,644
Accumulated amortization	(24,265		)	(14,108		)
Net	$	125,379		$	135,536

Schedule of Indefinite-lived Intangible Assets by Major Class

Other intangible assets, with indefinite lives, are as follows (in thousands):



	June 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 June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Amortization expense	$	5,026	$	966	$	10,073	$	1,808

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Intangible assets at June 30, 2013 will be amortized over the next eight years, and that expense is as follows (in thousands):




Remainder of 2013	$	10,042
2014	18,719
2015	16,939
2016	16,922
2017	16,827
Thereafter	45,930
Total	$	125,379

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 June 30, 2013.



	Three Months Ended June 30,
	2013		2012
Balance, beginning of period	$	—	$	1,265
Payments of contingent purchase price	—		—
Total unrealized losses included in earnings	—		209
Balance, end of period	$	—	$	1,474

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 June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Stock options	$	319	$	495	$	620	$	997
Stock awards	3,940		5,809		7,842		14,107
Company expense on ESPP discount	511		489		1,423		1,455
Total stock based compensation expense	$	4,770	$	6,793	$	9,885	$	16,559

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, 2013
Shares purchased by employees	Aggregate cost to employees		Expense recognized by the company
60,472	$	2,894	$	511

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	8,929
Property and equipment	12,160
Identifiable intangible assets	130,000
Goodwill	452,483
Other noncurrent assets	15,596
Total assets	$	820,135

Accounts payable	$	(45,367	)
Accrued expenses	(14,340		)
Other liabilities	(83,155		)
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 six month periods ended June 30, 2012, on an unaudited pro forma basis, assuming the T-Chek divestiture and the Phoenix acquisition had closed on January 1, 2011, the results of C.H. Robinson excluding T-Chek and including Phoenix would have resulted in the following (in thousands).



	Three Months Ended June 30, 2013
	C.H. Robinson		T-Chek			Phoenix		Combined
	As Reported		Operations			Operations		Pro Forma

Total revenues	$	2,955,714	$	(13,354	)	$	223,408	$	3,165,768
Income from operations	184,914		(6,815		)	10,601		188,700
Net income	114,582		(4,275		)	6,437		116,744



	Six Months Ended June 30, 2012
	C.H. Robinson		T-Chek			Phoenix		Combined
	As Reported		Operations			Operations		Pro Forma

Total revenues	$	5,507,828	$	(26,129	)	$	406,608	$	5,888,307
Income from operations	354,459		(12,497		)	14,937		356,899
Net income	221,082		(7,812		)	7,728		220,998

For the three and six month periods ended June 30, 2012, Phoenix pro forma financial information includes the following adjustments (in thousands).



	Three Months Ended June 30,			Six Months Ended June 30,
	2012			2012
Contractual changes in compensation	$	(5,080	)	$	(5,080	)
Additional amortization expense on identifiable intangible assets	4,067			8,133
Rent expense for new lease agreements	84			168
Depreciation on acquired building	37			75
Incremental interest expense	638			1,275
Tax effect	(262		)	(523		)

GENERAL (Details)

Jun. 30, 2013

Location

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Branch Offices

276

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

In Thousands, unless otherwise specified

6 Months Ended

Jun. 30, 2013

Goodwill [Roll Forward]

Balance, December 31, 2012

$ 822,215

Phoenix acquisition - measurement period adjustment

4,606

Foreign currency translation

(533)

Balance, June 30, 2013

$ 826,288

Summary of Other Intangible Assets, with Finite Lives (Detail) (USD $)

In Thousands, unless otherwise specified

Jun. 30, 2013

Dec. 31, 2012

Finite-Lived Intangible Assets [Line Items]

Net

$ 125,379

Other Intangible Assets

Finite-Lived Intangible Assets [Line Items]

Gross

149,644

Accumulated amortization

(24,265)

(14,108)

Net

$ 125,379

$ 135,536

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

In Thousands, unless otherwise specified

Jun. 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

6 Months Ended

Jun. 30, 2013

Jun. 30, 2012

Jun. 30, 2013

Jun. 30, 2012

Other Intangible Assets

Finite-Lived Intangible Assets [Line Items]

Amortization expense

$ 5,026

$ 966

$ 10,073

$ 1,808

Estimated Amortization Expense on Intangible Assets (Detail) (USD $)

In Thousands, unless otherwise specified

Jun. 30, 2013

Estimated amortization expense

Remainder of 2013

$ 10,042

2014

18,719

2015

16,939

2016

16,922

2017

16,827

Thereafter

45,930

Net

$ 125,379

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

Jun. 30, 2013

Jun. 30, 2012

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]

Balance, beginning of period

$ 0

$ 1,265

Payments of contingent purchase price

0

Total unrealized losses included in earnings

0

209

Balance, end of period

$ 0

$ 1,474

FINANCING ARRANGEMENTS (Details) (USD $)

3 Months Ended

Jun. 30, 2013

Oct. 29, 2012

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

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

Current Liability

Debt Instrument [Line Items]

Borrowing outstanding

$ 365,000,000

London Interbank Offered Rate (LIBOR) |
Unsecured Debt |
Senior Unsecured Revolving Credit Facility 2017 Term Loan

Debt Instrument [Line Items]

Debt instrument, basis spread on variable rate

1.00%

Federal Funds Rate |
Unsecured Debt |
Senior Unsecured Revolving Credit Facility 2017 Term Loan

Debt Instrument [Line Items]

Debt instrument, basis spread on variable rate

0.50%

LIBOR Rate Option |
Unsecured Debt |
Senior Unsecured Revolving Credit Facility 2017 Term Loan

Debt Instrument [Line Items]

Debt instrument, basis spread on variable rate

1.00%

Debt instrument, description of variable rate basis

One-month LIBOR

Effective Income Tax Rate (Detail)

3 Months Ended

Jun. 30, 2013

Jun. 30, 2012

Income Tax Disclosure [Abstract]

Effective income tax

38.50%

38.30%

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

In Thousands, unless otherwise specified

3 Months Ended

6 Months Ended

Jun. 30, 2013

Jun. 30, 2012

Jun. 30, 2013

Jun. 30, 2012

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock-based compensation expense

$ 4,770

$ 6,793

$ 9,885

$ 16,559

Stock options

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock-based compensation expense

319

495

620

997

Stock awards

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock-based compensation expense

3,940

5,809

7,842

14,107

Company expense on ESPP discount

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock-based compensation expense

$ 511

$ 489

$ 1,423

$ 1,455

STOCK AWARD PLANS - Additional Information (Detail) (USD $)

3 Months Ended

12 Months Ended

Jun. 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

7,095,000

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

137,100,000

Stock Option

Compensation Related Costs Share Based Payments Disclosure [Line Items]

Unrecognized compensation expense

$ 25,500,000

Summary of Employee Stock Purchase Plan Activity (Detail) (USD $)

In Thousands, except Share data, unless otherwise specified

3 Months Ended

6 Months Ended

Jun. 30, 2013

Jun. 30, 2012

Jun. 30, 2013

Jun. 30, 2012

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Shares purchased by employees

60,472

Aggregate cost to employees

$ 2,894

Expense recognized by the company

4,770

6,793

9,885

16,559

Company expense on ESPP discount

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Expense recognized by the company

$ 511

$ 489

$ 1,423

$ 1,455

LITIGATION Litigation (Details) (Contingent Auto Liability Claim, USD $)

In Millions, unless otherwise specified

3 Months Ended

Jun. 30, 2013

case

Contingent Auto Liability Claim

Loss Contingencies [Line Items]

Contigency auto liability cases

11

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

6 Months Ended

0 Months Ended

3 Months Ended

6 Months Ended

0 Months Ended

3 Months Ended

6 Months Ended

Jun. 30, 2013

Jun. 30, 2012

Jun. 30, 2013

Jun. 30, 2012

Nov. 1, 2012

Phoenix

Jun. 30, 2012

Phoenix

Jun. 30, 2013

Phoenix

Jun. 30, 2012

Phoenix

Oct. 2, 2012

Apreo

Oct. 16, 2012

T-Chek

Dec. 31, 2012

T-Chek

Jun. 30, 2012

T-Chek

Jun. 30, 2012

T-Chek

Jun. 30, 2013

Goodwill [Member]

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

4,600,000

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

0

Revenues

3,288,262,000

2,955,714,000

6,282,529,000

5,507,828,000

Operating Income (Loss)

182,476,000

184,914,000

351,182,000

354,459,000

Net income

111,872,000

114,582,000

215,215,000

221,082,000

Business Divestiture, Pro Forma Revenue

(13,354,000)

(26,129,000)

Business Divestiture, Pro Forma Operating Income (Loss)

(6,815,000)

(12,497,000)

Business Divestiture, Pro Forma Net Income (Loss)

(4,275,000)

(7,812,000)

Business acquisition, pro forma revenue

3,165,768,000

5,888,307,000

223,408,000

406,608,000

Business acquisition, pro forma operating income

188,700,000

356,899,000

10,601,000

14,937,000

Business acquisition, pro forma net income

116,744,000

220,998,000

6,437,000

7,728,000

Business acquisition, pro forma changes in compensation

(5,080,000)

Business acquisition, pro forma amortization expense

4,067,000

8,133,000

Business acquisition, pro forma rent expense

84,000

168,000

Business acquisition, pro forma depreciation expense

37,000

75,000

Business acquisition, pro forma interest expense

638,000

1,275,000

Business acquisition, tax impact on pro forma adjustments

(262,000)

(523,000)

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

Jun. 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

8,929

Property and equipment

12,160

Identifiable intangible assets

130,000

Goodwill

826,288

822,215

452,483

Other noncurrent assets

15,596

Total assets

820,135

Accounts payable

(45,367)

Accrued expenses

(14,340)

Other liabilities

(83,155)

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

Jun. 30, 2013

Dec. 31, 2012

Accumulated other comprehensive loss [Abstract]

Accumulated Other Comprehensive Income (Loss), Net of Tax

$ 14,979

$ 9,345