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Financial Services

Employee Services

National Practices

• Accounting

• Tax

• Financial Advisory

• Valuation

• Litigation Support

• Internal Audit

• Family Office Services

• Fraud Detection

• Real Estate Advisory

• Employee Benefits

• Property & Casualty

• Retirement Plan Services

• Payroll Services

• Life Insurance

• Human Capital Services

• Compensation Consulting

• Recruiting

• Actuarial Services

• Coding and Billing

• Accounts Receivable Management

• Full Practice Management Services

• Managed Networking and Hardware Services

• Health Care Consulting

• Mergers & Acquisitions

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2011	Feb. 29, 2012	Jun. 30, 2011
Document and Entity Information [Abstract]
Entity Registrant Name	CBIZ, Inc.
Entity Central Index Key	0000944148
Document Type	10-K
Document Period End Date	Dec. 31, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float			$ 372.9
Entity Common Stock, Shares Outstanding		50,099,317

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2011	Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 1,613	$ 724
Restricted cash	19,838	20,171
Accounts receivable, net	137,073	138,068
Income taxes refundable	3,898	3,684
Deferred income taxes - current	8,056	4,236
Other current assets	11,438	11,958
Assets of discontinued operations	559	640
Current assets before funds held for clients	182,475	179,481
Funds held for clients - current	109,854	73,987
Total current assets	292,329	253,468
Property and equipment, net	21,802	23,895
Deferred income taxes - non-current, net	0	837
Goodwill and other intangible assets, net	458,340	426,410
Assets of deferred compensation plan	33,585	33,361
Funds held for clients - non-current	0	10,216
Other assets	6,301	8,112
Total assets	812,357	756,299
Current liabilities:
Accounts payable	34,960	30,814
Accrued personnel costs	33,658	33,030
Notes payable - current	13,986	10,983
Convertible notes, net	0	39,250
Other current liabilities	33,579	27,321
Liabilities of discontinued operations	199	562
Current liabilities before client fund obligations	116,382	141,960
Client fund obligations	109,800	87,362
Total current liabilities	226,182	229,322
Convertible notes, net	119,778	116,577
Bank debt	145,000	118,900
Income taxes payable - non-current	4,441	5,285
Deferred income taxes - non-current, net	1,893	0
Deferred compensation plan obligations	33,585	33,361
Other non-current liabilities	21,320	23,182
Total liabilities	552,199	526,627
STOCKHOLDERS' EQUITY
Common stock, par value $0.01 per share; shares authorized 250,000; shares issued 111,060 and 109,626; shares outstanding 50,036 and 50,048	1,111	1,096
Additional paid-in capital	551,205	539,389
Retained earnings	73,985	45,978
Treasury stock, 61,024 and 59,578 shares	(365,364)	(355,851)
Accumulated other comprehensive loss	(779)	(940)
Total stockholders' equity	260,158	229,672
Total liabilities and stockholders' equity	$ 812,357	$ 756,299

Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands	Dec. 31, 2011	Dec. 31, 2010
Consolidated Balance Sheets [Abstract]
Common Stock, par value	$ 0.01	$ 0.01
Common Stock, shares authorized	250,000	250,000
Common Stock, shares issued	111,060	109,626
Common Stock, shares outstanding	50,036	50,048
Treasury Stock, shares	61,024	59,578

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Consolidated Statements of Operations [Abstract]
Revenue	$ 733,805	$ 730,401	$ 736,787
Operating expenses	643,867	644,335	648,409
Gross margin	89,938	86,066	88,378
Corporate general and administrative expenses	31,985	29,584	30,722
Operating income	57,953	56,482	57,656
Other income (expense):
Interest expense	(17,355)	(15,308)	(13,392)
Gain on sale of operations, net	2,920	466	989
Other income, net	3,449	3,532	6,622
Total other expense, net	(10,986)	(11,310)	(5,781)
Income from continuing operations before income tax expense	46,967	45,172	51,875
Income tax expense	18,383	17,017	19,823
Income from continuing operations	28,584	28,155	32,052
Loss from operations of discontinued operations, net of tax	(591)	(2,668)	(866)
Gain (loss) on disposal of discontinued operations, net of tax	14	(973)	210
Net income	$ 28,007	$ 24,514	$ 31,396
Basic:
Continuing operations	$ 0.58	$ 0.49	$ 0.52
Discontinued operations	(0.01)	(0.07)	(0.01)
Net income	0.57	0.42	0.51
Diluted:
Continuing operations	0.58	0.48	0.52
Discontinued operations	(0.02)	(0.06)	(0.01)
Net income	$ 0.56	$ 0.42	$ 0.51
Basic weighted average common shares outstanding	49,328	57,692	61,200
Diluted weighted average common shares outstanding	49,599	58,193	61,859

Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit / Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Loss
Beginning balance, shares at Dec. 31, 2008		106,789			44,317
Beginning balance at Dec. 31, 2008	$ 241,599	$ 1,068	$ 508,023	$ (10,155)	$ (256,295)	$ (1,042)
Comprehensive income:
Net income	31,396			31,396
Foreign currency translation	(64)					(64)
Unrealized gains (losses) on available for sale securities, net of income tax expense (benefit) of $214, $38 and $276 in 2009, 2010 and 2011 respectively	321					321
Unrealized gains on interest rate swap, net of income tax expense of $51, $64 and $242 in 2009, 2010 and 2011 respectively	86					86
Total comprehensive income	31,739
Cumulative effect of adoption of accounting for other-than-temporary impaired investments, net of income tax benefit of $149				223		(223)
Share repurchases, shares					1,822
Share repurchases	(13,347)				$ (13,347)
Restricted stock, shares		385
Restricted stock		$ 4	(4)
Stock options exercised, shares		364
Stock options exercised	1,321	$ 4	1,317
Share-based compensation	4,754		4,754
Tax benefit from employee share plans	478		478
Business acquisitions, shares		537
Business acquisitions	4,074	$ 5	4,069
Ending balance, shares at Dec. 31, 2009		108,075			46,139
Ending balance at Dec. 31, 2009	270,618	$ 1,081	518,637	21,464	$ (269,642)	(922)
Comprehensive income:
Net income	24,514			24,514
Foreign currency translation	(71)					(71)
Unrealized gains (losses) on available for sale securities, net of income tax expense (benefit) of $214, $38 and $276 in 2009, 2010 and 2011 respectively	(57)					(57)
Unrealized gains on interest rate swap, net of income tax expense of $51, $64 and $242 in 2009, 2010 and 2011 respectively	110					110
Total comprehensive income	24,496
Issuance of convertible notes, net of taxes of $5,024	8,555		8,555
Share repurchases, shares					13,439
Share repurchases	(86,209)				$ (86,209)
Restricted stock, shares		379
Restricted stock		$ 3	(3)
Stock options exercised, shares		304
Stock options exercised	1,220	$ 3	1,217
Share-based compensation	5,306		5,306
Tax benefit from employee share plans	54		54
Business acquisitions, shares		868
Business acquisitions	5,632	$ 9	5,623
Ending balance, shares at Dec. 31, 2010		109,626			59,578
Ending balance at Dec. 31, 2010	229,672	$ 1,096	539,389	45,978	$ (355,851)	(940)
Comprehensive income:
Net income	28,007			28,007
Foreign currency translation	(65)					(65)
Unrealized gains (losses) on available for sale securities, net of income tax expense (benefit) of $214, $38 and $276 in 2009, 2010 and 2011 respectively	638					638
Unrealized gains on interest rate swap, net of income tax expense of $51, $64 and $242 in 2009, 2010 and 2011 respectively	(412)					(412)
Total comprehensive income	28,168
Share repurchases, shares					1,446
Share repurchases	(9,513)				$ (9,513)
Restricted stock, shares		483
Restricted stock		$ 6	(6)
Stock options exercised, shares		220
Stock options exercised	768	$ 2	766
Share-based compensation	5,954		5,954
Tax benefit from employee share plans	76		76
Business acquisitions, shares		731
Business acquisitions	5,033	$ 7	5,026
Ending balance, shares at Dec. 31, 2011		111,060			61,024
Ending balance at Dec. 31, 2011	$ 260,158	$ 1,111	$ 551,205	$ 73,985	$ (365,364)	$ (779)

Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Tax on unrealized gain on securities available for sale	$ 276	$ 38	$ 214
Tax on unrealized gains on interest rate Swap	242	64	51
Tax on issuance of convertible notes		5,024
Additional Paid-In Capital
Tax on issuance of convertible notes		5,024
Accumulated Deficit / Retained Earnings
Tax on other than temporary impaired investments			149
Accumulated Other Comprehensive Loss
Tax on unrealized gain on securities available for sale	276	38	214
Tax on unrealized gains on interest rate Swap	$ 242	$ 64	51
Tax on other than temporary impaired investments			$ 149

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Cash flows from operating activities:
Net income	$ 28,007	$ 24,514	$ 31,396
Adjustments to reconcile net income to net cash provided by operating activities:
Loss from discontinued operations activities, net of tax	577	3,640	656
Gain on sale of operations, net	(2,920)	(466)	(989)
Loss on redemption of convertible bonds		1,996
Asset impairments		263
Depreciation and amortization expense	20,345	20,332	20,496
Amortization of discount on notes and deferred financing costs	4,820	5,462	4,843
Amortization of discount on contingent earnout liability	186	177
Provision for credit losses and bad debt, net of recoveries	6,559	4,453	7,765
Adjustment to contingent earnout liability	(3,479)	(1,516)
Deferred income taxes	(2,899)	(2,079)	245
Employee stock awards	5,954	5,306	4,754
Excess tax benefits from share based payment arrangements	(76)	(54)	(478)
Changes in assets and liabilities, net of acquisitions and divestitures:
Restricted cash	333	(416)	524
Accounts receivable, net	(1,570)	(12,763)	(10,464)
Other assets	448	1,301	155
Accounts payable	4,212	5,312	(2,365)
Income taxes payable	(1,176)	(1,054)	(86)
Accrued personnel costs	560	(1,259)	(6,088)
Other liabilities	(1,019)	2,819	(1,602)
Net cash provided by continuing operations	58,862	55,968	48,762
Operating cash flows (used in) provided by discontinued operations	(593)	(2,641)	1,004
Net cash provided by operating activities	58,269	53,327	49,766
Cash flows from investing activities:
Business acquisitions and contingent consideration, net of cash acquired	(27,515)	(49,402)	(20,185)
Purchases of client fund investments	(19,643)	(15,840)	(9,500)
Proceeds from the sales and maturities of client fund investments	11,507	10,700
Proceeds on sales of divested and discontinued operations	1,036	8,060	895
Net decrease in funds held for clients	(16,734)	19,052	24,698
Additions to property and equipment, net	(4,259)	(2,682)	(4,039)
Other	36	(1)	402
Investing cash flows used in discontinued operations			(63)
Net cash used in investing activities	(55,572)	(30,113)	(7,792)
Cash flows from financing activities:
Proceeds from bank debt	484,150	554,955	429,345
Payment of bank debt	(458,050)	(546,055)	(444,345)
Proceeds from issuance of convertible notes		130,000
Repurchase of convertible notes	(39,250)	(60,000)
Payment for acquisition of treasury stock	(9,513)	(86,209)	(13,347)
Net decrease in client funds obligations	22,438	(13,912)	(15,359)
Payment of contingent consideration of acquisitions	(1,824)	(2,971)
Proceeds from exercise of stock options	768	1,220	1,321
Payment of notes payable and capitalized leases, net		(154)	(274)
Deferred financing costs	(603)	(6,596)	(37)
Excess tax benefit from exercise of stock awards	76	54	478
Net cash used in financing activities	(1,808)	(29,668)	(42,218)
Net increase (decrease) in cash and cash equivalents	889	(6,454)	(244)
Cash and cash equivalents at beginning of year	724	7,178	7,422
Cash and cash equivalents at end of year	$ 1,613	$ 724	$ 7,178

Organization and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2011

Organization and Summary of Significant Accounting Policies [Abstract]

Organization and Summary of Significant Accounting Policies

1.	Organization and Summary of Significant Accounting Policies

Organization

CBIZ, Inc. is a diversified services company which, acting through its subsidiaries, provides professional business services primarily to small and medium-sized businesses, as well as individuals, governmental entities, and not-for-profit enterprises throughout the United States and parts of Canada. CBIZ manages and reports its operations along four practice groups: Financial Services, Employee Services, Medical Management Professionals (“MMP”) and National Practices. A further description of products and services offered by each of the practice groups is provided in Note 22.

Principles of Consolidation

The accompanying consolidated financial statements reflect the operations of CBIZ, Inc. and all of its wholly-owned subsidiaries (“CBIZ” or the “Company”). All intercompany accounts and transactions have been eliminated in consolidation.

CBIZ has determined that its relationship with certain Certified Public Accounting (“CPA”) firms with whom it maintains administrative service agreements (“ASAs”) qualify as variable interest entities. The accompanying consolidated financial statements do not reflect the operations or accounts of variable interest entities as the impact is not material to the consolidated financial condition, results of operations or cash flows of CBIZ.

The CPA firms with which CBIZ maintains administrative service agreements may operate as limited liability companies or professional corporations. The firms are separate legal entities with separate governing bodies and officers. CBIZ has no ownership interest in any of these CPA firms, and neither the existence of the ASAs nor the providing of services there under is intended to constitute control of the CPA firms by CBIZ. CBIZ and the CPA firms maintain their own respective liability and risk of loss in connection with performance of each of their respective services.

Fees earned by CBIZ under the ASAs are recorded as revenue (at net realizable value) in the consolidated statements of operations and were approximately $109.1 million, $110.1 million and $108.2 million for the years ended December 31, 2011, 2010 and 2009, respectively, a majority of which was related to services rendered to privately-held clients. In the event that accounts receivable and unbilled work in process become uncollectible by the CPA firms, the service fee due to CBIZ is typically reduced on a proportional basis. Although the ASAs do not constitute control, CBIZ is one of the beneficiaries of the agreements and may bear certain economic risks.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses. Management’s estimates and assumptions include, but are not limited to, estimates of collectability of accounts receivable and unbilled revenue, the realizability of goodwill and other intangible assets, the fair value of certain assets, the valuation of stock options in determining compensation expense, estimates of accrued liabilities (such as incentive compensation, self-funded health insurance accruals, legal reserves, income tax uncertainties, future contingent purchase price obligations, and consolidation and integration reserves), the provision for income taxes, the realizability of deferred tax assets, and other factors. Management’s estimates and assumptions are derived from and are continually evaluated based upon available information, judgment and experience. Actual results could differ from those estimates.

Reclassifications

Certain amounts in the 2010 and 2009 consolidated financial statements and disclosures have been reclassified to conform to the current year presentation, including the impact of discontinued operations.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and short-term highly liquid investments with an original maturity of three months or less at the date of purchase.

Restricted Cash

Funds held by CBIZ in relation to its capital and investment advisory services are recorded in restricted cash, as those funds are restricted in accordance with applicable Financial Industry Regulatory Authority regulations. Funds on deposit from clients in connection with the pass-through of insurance premiums to the carrier are also recorded in restricted cash; the related liability for these funds is recorded in accounts payable. Funds held in escrow related to sales of operations are also classified as restricted cash.

Funds Held for Clients and Client Fund Obligations

Services provided by CBIZ include the preparation of payroll checks, federal, state, and local payroll tax returns, and flexible spending account administration. In relation to these services, as well as other similar service offerings, CBIZ collects funds from its clients’ accounts in advance of paying client obligations. Funds that are collected before they are due are segregated and reported separately as “Funds Held for Clients” in the consolidated balance sheets. Other than certain federal and state regulations pertaining to flexible spending account administration, there are no regulatory or other contractual restrictions placed on these funds.

Funds Held for Clients are reported as current and non-current assets, as appropriate, based upon characteristics of the underlying investments, and Client Fund Obligations are reported as current liabilities. If the par value of investments held does not approximate fair value, the balance in Funds Held for Clients may not be equal to the balance in Client Fund Obligations. The amount of collected but not yet remitted funds may vary significantly during the year. Funds Held for Clients include cash, overnight investments and corporate and municipal bonds.

Derivative Instruments and Hedging Activities

Derivatives are recognized as either assets or liabilities in the consolidated balance sheets and are measured at fair value. The treatment of gains and losses resulting from changes in the fair values of derivative instruments is dependent on the use of the respective derivative instruments and whether they qualify for hedge accounting. See Note 5 for further discussion of derivative instruments.

Accounts Receivable and Allowance for Doubtful Accounts

CBIZ carries accounts receivable at their face amount less allowances for doubtful accounts, and carries unbilled revenues at estimated net realizable value. Assessing the collectability of receivables (billed and unbilled) requires management judgment. When evaluating the adequacy of the allowance for doubtful accounts and the overall collectability of receivables, CBIZ analyzes historical bad debts, client credit-worthiness, the age of accounts receivable and current economic trends and conditions.

Goodwill

CBIZ utilizes the acquisition method of accounting for all business combinations. In accordance with generally accepted accounting principles, goodwill is not amortized, but rather is tested for impairment annually, or in between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. CBIZ tests for impairment of its goodwill during the fourth quarter of each calendar year. See Note 4 for additional discussion regarding goodwill impairment testing.

Long-Lived Assets

Long-lived assets primarily include property and equipment and intangible assets, which primarily consist of client lists and non-compete agreements. The intangible assets are amortized over their expected periods of benefit, which generally ranges from two to ten years. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets or groups of assets may not be recoverable. Recoverability of long-lived assets or groups of assets is assessed based on a comparison of the undiscounted cash flows to the recorded value of the asset. If an impairment is indicated, the asset is written down to its estimated fair value based on a discounted cash flow analysis or market comparable method. Determining the fair value of long-lived assets includes significant judgment by management, and different judgments could yield different results.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are provided on a straight-line basis over the following estimated useful lives:


Buildings		25 to 40 years
Furniture and fixtures		5 to 10 years
Capitalized software		2 to 7 years
Equipment		3 to 7 years

Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining term of the respective lease. The cost of software purchased or developed for internal use is capitalized and amortized to expense using the straight-line method over an estimated useful life not to exceed seven years. Capitalized software is classified as “property and equipment, net” in the consolidated balance sheets.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently payable and deferred taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and operating losses and tax credit carryforwards. State income tax credits are accounted for using the flow-through method.

A valuation allowance is provided when it is more-likely-than-not that some portion of a deferred tax asset will not be realized. CBIZ determines valuation allowances based on all available evidence. Such evidence includes historical results, the reversal of deferred tax liabilities, expectations of future consolidated and/or separate company profitability and the feasibility of tax-planning strategies. Determining valuation allowances includes significant judgment by management, and different judgments could yield different results.

Accounting for uncertain tax positions requires a more-likely-than-not threshold for recognition in the consolidated financial statements. The Company recognizes a tax benefit based on whether it is more-likely-than-not that a tax position will be sustained. The Company records a liability to the extent that a tax position taken or expected to be taken on a tax return exceeds the amount recognized in the consolidated financial statements.

Revenue Recognition and Valuation of Unbilled Revenues

Revenue is recognized only when all of the following are present: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the Company’s fee to the client is fixed or determinable, and collectability is reasonably assured. Contract terms are typically contained in a signed agreement with the client (or when applicable, other third parties) which generally defines the scope of services to be provided, pricing of services, and payment terms generally ranging from invoice date to 90 days after invoice date. Billing may occur prior to, during, or upon completion of the service. CBIZ typically does not have acceptance provisions or right of refund arrangements included in these agreements. Contract terms vary depending on the scope of service provided, the deliverables, and the complexity of the engagement.

CBIZ offers a vast array of products and business services to its clients. Those services are delivered through four practice groups. A description of revenue recognition, as it relates to those groups, is provided below.

Financial Services — Revenue primarily consists of fees for services rendered to the Company’s client for accounting services, preparation of tax returns, consulting services, compliance projects, services pursuant to administrative service agreements (described under “Principles of Consolidation”), and valuation services including fairness opinions, business plans, litigation support, purchase price allocations and derivative valuations. Clients are billed for these services based upon a time and expense model, a predetermined agreed-upon fixed fee, or as a percentage of savings.

Revenue recognition as it pertains to each of these arrangements is as follows:

•

Time and Expense Arrangements — Revenue is recognized based upon actual hours incurred on client projects at expected net realizable rates per hour, plus agreed-upon out-of-pocket expenses. The cumulative impact on any subsequent revision in the estimated realizable value of unbilled fees for a particular client project is reflected in the period in which the change becomes known.

•

Fixed Fee Arrangements — Revenue for fixed-fee arrangements is recognized over the performance period based upon progress towards completion, which is determined based upon actual hours incurred on the client project compared to estimated total hours to complete the client project.

•

Contingent Revenue Arrangements — Revenue is recognized when savings to the client is determined and collection is reasonably assured.

•

Administrative Service Agreement Revenue — Revenue for administrative service fees is recognized as services are provided, based upon actual hours incurred.

Employee Services — Revenue consists primarily of brokerage and agency commissions, fee income for administering health and retirement plans and payroll service fees. Revenue also includes investment income related to client payroll funds that are held in CBIZ accounts, as is industry practice. A description of the revenue recognition, based on the service provided, insurance product sold, and billing arrangement, is provided below.

•

Commissions Revenue — Commissions relating to brokerage and agency activities whereby CBIZ has primary responsibility for the collection of premiums from the insured (agency or indirect billing) are recognized as of the later of the effective date of the insurance policy or the date billed to the customer; commissions to be received directly from insurance companies (direct billing) are recognized when the data necessary from the carriers to properly record revenue becomes available; and life insurance commissions are recognized when the policy becomes effective. Commission revenue is reported net of sub-broker commissions, and reserves for estimated policy cancellations and terminations. The cancellation and termination reserve is based upon estimates and assumptions using historical cancellation and termination experience and other current factors to project future experience. CBIZ periodically reviews the adequacy of the reserve and makes adjustments as necessary. The use of different estimates or assumptions could produce different results.

Commissions which are based upon certain performance targets are recognized at the earlier of written notification that the target has been achieved or cash collection.

•

Fee income — Fee income is recognized in the period in which services are provided, and may be based on predetermined agreed-upon fixed fees, actual hours incurred on an hourly fee basis, or asset-based fees. Revenue for fixed-fee arrangements is recognized on a straight-line basis over the contract period, as these services are provided to clients continuously throughout the term of the arrangement. Revenue which is based upon actual hours incurred is recognized as services are performed.

Revenue for asset-based fees is recognized when the data necessary to compute revenue is determinable, which is typically when either market valuation information is available, the data necessary to compute fees is made available by third party administrators or when cash is received. CBIZ only recognizes revenue when cash is received for those arrangements where the data necessary to compute the Company’s fee is not available to the Company in a timely manner.

•

Payroll — Revenue related to payroll processing fees is recognized when the actual payroll processing occurs. Revenue related to investment income earned on payroll funds is based upon actual amounts earned on those funds and is recognized in the period that the income is earned.

MMP — Revenue is primarily related to fees charged to clients for billing, collection and full-practice management services, which are typically charged to clients based upon a percentage of net collections on the Company’s clients’ patient accounts or as a fee per transaction processed. Revenue also relates to fees charged to clients for statement mailing services. The revenue recognition as it pertains to each of these arrangements is as follows:

•

Fee income — For those arrangements where fees to clients are determined based upon a percentage of net collections, revenue is determinable, earned and recognized when payments are received by the client on their patient accounts. For those arrangements where clients are charged a fee for each transaction processed, revenue is typically recognized proportionately over a predetermined service period.

•

Statement mailing services — Revenues for statement mailing services are recognized when statements are processed and mailed.

National Practices — The business units that comprise the National Practices group offer a variety of services. A description of revenue recognition associated with the primary services is provided below.

•

Technology Consulting — Revenue consists of services that primarily relate to the installation, maintenance and repair of hardware. These services are charged to customers based on cost plus an agreed-upon markup percentage.

•

Health Care Consulting — Clients are billed for health care consulting services based upon a predetermined agreed-upon fixed fee, time and expense, or as a percentage of savings. Revenue for fixed fee and time and expense arrangements is recognized over the performance period based upon actual hours incurred, and revenue that is contingent upon savings is recognized after contingencies have been resolved and verified by a third party.

•

Mergers & Acquisitions — Clients are billed monthly for non-refundable retainer fees, or upon the completion of a transaction (success fees). Revenue associated with non-refundable retainer fees is recognized on a straight-line basis over the life of the engagement as services are performed throughout the term of the contract period of the arrangement. Revenue associated with success fee transactions is recognized when the transaction is completed.

Operating Expenses

Operating expenses represent costs of service and other costs incurred to operate CBIZ’s business units and are primarily comprised of personnel costs and occupancy related expenses. Personnel costs include base compensation, commissions, payroll taxes, gains or losses earned on assets of the deferred compensation plan, and benefits, which are recognized as expense as they are incurred. Personnel costs also include share-based and incentive compensation costs, which are estimated and accrued on a monthly basis. The ultimate determination of incentive compensation is made after year-end results are finalized. Total personnel costs were $475.7 million, $481.7 million and $482.9 million for the years ended December 31, 2011, 2010 and 2009, respectively.

The largest components of occupancy costs are rent expense and utilities. Base rent expense is recognized over respective lease terms, while utilities and common area maintenance charges are recognized as incurred. Total occupancy costs were $44.4 million, $45.5 million, and $45.9 million for the years ended December 31, 2011, 2010 and 2009, respectively.

Operating Leases

CBIZ leases certain of its office facilities and equipment under various operating leases. Rent expense under such leases is recognized evenly throughout the term of the lease obligation when the total lease commitment is a known amount, and recorded on a cash basis when future rent payment increases under the obligation are unknown due to rent escalations being tied to factors that are not currently measurable (such as increases in the consumer price index). Differences between rent expense recognized and the cash payments required under operating lease agreements are recorded in the consolidated balance sheets as other non-current liabilities.

CBIZ may receive incentives to lease office facilities in certain areas. Such incentives are recorded as a deferred credit and recognized as a reduction to rent expense on a straight-line basis over the lease term.

Share-Based Awards

The measurement and recognition of compensation cost for all stock-based payment awards made to employees and non-employee directors is based on the fair value of the award. Accordingly, CBIZ recognizes stock-based compensation costs for only those shares expected to vest on a straight-line basis over the requisite service period of the award, which is generally the option vesting term of up to four years. Stock-based compensation expense is recorded in the consolidated statements of operations as operating expenses or corporate general and administrative expenses, depending on where the respective individual’s compensation is recorded.

New Accounting Pronouncements

In September 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-08 (“ASU 2011-08”) “Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment”, which provides an entity the option to first assess qualitative factors to determine whether it is necessary to perform the two-step test for goodwill impairment. If an entity believes, as a result of its qualitative assessment, that it is more likely-than-not that the fair value of a reporting unit is less than its carrying value, the quantitative two-step impairment test is required; otherwise, no further testing is required. The more likely-than-not threshold is defined as having a likelihood of more than 50 percent. ASU 2011-08 is effective for annual periods beginning after December 15, 2011 with early adoption permitted. For the annual impairment tests performed during the fourth quarter of 2011, CBIZ adopted the provisions of ASU 2011-08.

In June 2011, the FASB issued ASU No. 2011-05 (“ASU 2011-05”) “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which states that comprehensive income should be presented in either one or two consecutive financial statements. Companies will have the option to either present other comprehensive income on the same statement as net income, or as a separate statement that immediately follows the statement of net income. ASU 2011-05 is effective for the first reporting period after December 15, 2011, and should be applied retrospectively. Currently, other comprehensive income is presented in the notes to CBIZ’s consolidated financial statements and the adoption of ASU 2011-05 will result in CBIZ presenting other comprehensive income on the consolidated statements of operations.

In May 2011, the FASB issued ASU No. 2011-04 (“ASU 2011-04”) “Fair Value Measurement (Topic 820) Amendments to Achieve Common fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards.” ASU 2011-04 provides a consistent definition of fair value to ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 does not extend the use of fair value, but rather provides additional disclosure guidance about the application of fair value in those areas where fair value is already required or permitted, especially for Level 3 fair value measurements. ASU 2011-04 is effective for the first reporting period after December 15, 2011. The amendments of this ASU will be applied prospectively, and early adoption is not permitted. The Company is currently evaluating the impact of adopting ASU 2011-04, but currently believes there will be no significant impact on its consolidated financial statements.

- Definition

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 2-6
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Name Statement of Position (SOP)
-Publisher AICPA
-Number 94-6
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Name FASB Interpretation (FIN)
-Publisher FASB
-Number 46R
-Paragraph 4, 14, 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Section 45
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/subtopic&trid=2197480

Reference 7: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 915
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-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/presentationRef
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
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-Publisher FASB
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Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 275
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-URI http://asc.fasb.org/subtopic&trid=2134480

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Staff Position (FSP)
-Number FAS140-4/FIN46(R)-8
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Accounts Receivable, Net

12 Months Ended

Dec. 31, 2011

Accounts Receivable, Net [Abstract]

Accounts Receivable, Net

2.	Accounts Receivable, Net

Accounts receivable balances at December 31, 2011 and 2010 were as follows (in thousands):


	2011			2010
Trade accounts receivable	$	113,143		$	119,205
Unbilled revenue, at net realizable value		33,150			29,483

Total accounts receivable		146,293			148,688
Allowance for doubtful accounts		(9,220	)		(10,620	)

Accounts receivable, net	$	137,073		$	138,068

- Definition

The entire disclosure for claims held for amounts due a company. Examples include trade accounts receivables, notes receivables, loans receivables.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 3, 4
-Article 5

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 03
-Paragraph 7
-Article 9

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 01-6
-Paragraph 13
-Subparagraph d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 4
-Section 08
-Paragraph k

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.3,4)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

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-Publisher FASB
-Name Accounting Standards Codification
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-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(k))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

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-Publisher FASB
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-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=6965416&loc=d3e5162-111524

+ Details

Property and Equipment, Net

12 Months Ended

Dec. 31, 2011

Property and Equipment, Net [Abstract]

Property and Equipment, Net

3.	Property and Equipment, Net

Property and equipment, net at December 31, 2011 and 2010 consisted of the following (in thousands):


	2011			2010
Buildings and leasehold improvements	$	19,155		$	17,274
Furniture and fixtures		23,858			23,662
Capitalized software		44,035			43,787
Equipment		18,899			18,399

Total property and equipment		105,947			103,122
Accumulated depreciation and amortization		(84,145	)		(79,227	)

Property and equipment, net	$	21,802		$	23,895

Depreciation and amortization expense related to property and equipment for the years ended December 31, 2011, 2010 and 2009 was as follows (in thousands):


	2011		2010		2009
Operating expenses	$	6,239	$	6,924	$	7,349
Corporate general and administrative expenses		339		376		504

Total depreciation and amortization expense	$	6,578	$	7,300	$	7,853

Included in total depreciation and amortization expense is amortization of capitalized software of $2.0 million, $2.2 million and $2.3 million for the years ended December 31, 2011, 2010 and 2009, respectively.

- Definition

The entire disclosure for long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures.

+ References + Details

Goodwill and Other Intangible Assets, Net

12 Months Ended

Dec. 31, 2011

Goodwill and Other Intangible Assets, Net [Abstract]

Goodwill and Other Intangible Assets, Net

4.	Goodwill and Other Intangible Assets, Net

The components of goodwill and other intangible assets, net at December 31, 2011 and 2010 were as follows (in thousands):


	2011			2010
Goodwill	$	377,281		$	344,086
Intangibles:
Client lists		128,537			117,029
Other intangibles		9,826			9,506

Total intangibles		138,363			126,535

Total goodwill and other intangibles assets		515,644			470,621
Accumulated amortization:
Client lists		(50,969	)		(39,206	)
Other intangibles		(6,335	)		(5,005	)

Total accumulated amortization		(57,304	)		(44,211	)

Goodwill and other intangible assets, net	$	458,340		$	426,410

Goodwill

Changes in the carrying amount of goodwill by operating segment for the years ended December 31, 2011 and 2010 were as follows (in thousands):


	Financial Services			Employee Services			Medical Management Professionals		National Practices		Total Goodwill
December 31, 2009	$	158,255		$	71,424		$	59,775	$	1,666	$	291,120
Additions		45,186			7,708			72		—		52,966
Divestitures		—			—			—		—		—

December 31, 2010	$	203,441		$	79,132		$	59,847	$	1,666	$	344,086
Additions		30,002			5,645			—		—		35,647
Divestitures		(280	)		(2,172	)		—		—		(2,452	)

December 31, 2011	$	233,163		$	82,605		$	59,847	$	1,666	$	377,281

Businesses acquired during 2011 resulted in additions to goodwill of approximately $16.9 million, of which $11.2 million recorded in the Financial Services practice group related to the acquisitions of Thompson Dunavant PLC and Gresham Smith LLC, and $5.7 million recorded in the Employee Services practice group related to the acquisitions of Multiple Benefit Services, Inc. and Advantage Benefit Planning. Businesses acquired during 2010 resulted in additions to goodwill of approximately $34.0 million, of which $28.6 million recorded in the Financial Services practice group related to the acquisitions of Goldstein Lewin & Company and Kirkland, Russ, Murphy & Tapp P.A., and $5.4 million recorded in the Employee Services practice group related to the acquisitions of National Benefit Alliance and South Winds, Inc. The remaining increases in goodwill during 2011 and 2010 were a result of contingent purchase price earned by businesses acquired in prior years. Refer to Note 19 for further discussion of acquisition activities. Businesses divested during the year ended December 31, 2011 resulted in decreases to goodwill of $2.5 million. The divestiture of the Company’s individual wealth management business, which was recorded in the Employee Services practice group, resulted in a $2.2 million decrease in goodwill, and the divestiture of a business previously reported in the Financial Services practice group resulted in a $0.3 million decrease in goodwill.

Goodwill Impairment

During the fourth quarter of 2011, CBIZ early adopted the principles of ASU 2011-08 in order to complete its goodwill impairment tests. In accordance with ASU 2011-08, CBIZ based its goodwill impairment testing on a qualitative assessment for each of its reporting units that carried a goodwill balance. The qualitative assessment included an in-depth analysis of many factors, including general economic conditions, industry and market conditions, a broad scope of financial factors, the Company’s weighted average cost of capital, changes in management and key personnel, the Company’s price of its common stock, as well as other drivers of a fair value analysis. As a result of the Company’s qualitative assessment, it was concluded that it was more-likely-than-not that the fair value of each of its reporting units was greater than its carrying value.

As part of the goodwill impairment testing that was performed in the fourth quarter of 2010, it was noted that two reporting units, CBIZ Payroll and Medical Management Professionals (“MMP”), were tested in detail applying Step One procedures due to a decline in the performance of each reporting unit. The Step One procedures utilized a combination of the discounted cash flow method (income approach) and the market comparable method (market approach). As a result of the Step One procedures in the fourth quarter of 2010, it was concluded that these two reporting units were not impaired and the fair value of each reporting unit exceeded its carrying value by at least 25%. During the goodwill impairment testing in the fourth quarter of 2011, these two reporting units were closely analyzed. CBIZ Payroll financial results have improved over the past year and is expected to continue to improve during 2012 and beyond, thus CBIZ Payroll is not considered to be at risk for impairment. However, MMP has continued to face economic pressures. Several cost cutting measures were put into place during the year ended December 31, 2011 to mitigate the MMP pricing and performance pressures. Taking into consideration the Company’s efforts to control costs and obtain market share, as well as the other qualitative factors that were described above as part of the fourth quarter 2011 goodwill impairment testing procedures, the Company has concluded that the fair value of MMP is more-likely-than-not to be greater than its carrying value.

Client Lists and Other Intangibles

At December 31, 2011, the weighted average amortization period remaining for total intangible assets was 5.2 years. Client lists are amortized over their expected periods of benefit not to exceed ten years, and had a weighted-average amortization period of 5.2 years remaining at December 31, 2011. Other intangibles, which consist primarily of non-compete agreements and trade-names, are amortized over periods ranging from two to ten years, and had a weighted-average amortization period of 4.1 years remaining at December 31, 2011. Amortization expense related to client lists and other intangible assets for the years ended December 31, 2011, 2010 and 2009 was as follows (in thousands):


	2011		2010		2009
Operating expenses	$	13,750	$	13,016	$	12,476
Corporate general and administrative expenses		17		16		167

Total amortization expense	$	13,767	$	13,032	$	12,643

Amortization expense for existing client lists and other intangible assets for each of the next five years ending December 31 is estimated to be (in thousands):


2012	$	13,913

2013	$	12,931

2014	$	12,371

2015	$	11,565

2016	$	10,053

Future amortization expense excludes the impact of events that may occur subsequent to December 31, 2011, including acquisitions and divestitures.

- Definition

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

+ References + Details

Financial Instruments

12 Months Ended

Dec. 31, 2011

Financial Instruments [Abstract]

Financial Instruments

5.	Financial Instruments

The carrying amounts of CBIZ’s cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short maturity of these instruments. The carrying value of bank debt approximates fair value, as the interest rate on the bank debt is variable and approximates current market rates. The fair value of CBIZ’s convertible senior subordinated notes is based upon quoted market prices. These convertible senior subordinated notes have fixed interest rates and conversion features which are based upon the market value of CBIZ’s common stock. Therefore, the fair value of the convertible senior subordinated notes will fluctuate as market rates of interest and the market value of CBIZ’s common stock fluctuate.

Concentrations of Credit Risk

Financial instruments that may subject CBIZ to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. CBIZ places its cash and cash equivalents with highly-rated financial institutions, limiting the amount of credit exposure with any one financial institution. CBIZ’s client base consists of large numbers of geographically diverse customers dispersed throughout the United States; thus, concentration of credit risk with respect to accounts receivable is not considered significant.

Bonds

CBIZ held corporate and municipal bonds with par values totaling $29.4 million and $14.6 million at December 31, 2011 and 2010, respectively. All bonds are investment grade and are classified as available-for-sale. CBIZ’s bonds have maturity dates or callable dates ranging from January 2012 through December 2016, and are included in “Funds held for clients — current” on the consolidated balance sheets based on the intent and ability of the Company to sell these investments at any time under favorable conditions. The following table summarizes CBIZ’s bond activity for the years ended December 31, 2011 and 2010 (in thousands):


	2011			2010
Fair value at January 1	$	15,255		$	9,500
Purchases		19,643			15,840
Sales		(3,000	)		(5,935	)
Maturities and calls		(1,916	)		(4,765	)
Increase in bond premium		914			615
Gain from fair market value adjustment		27			—

Fair value at December 31	$	30,923		$	15,255

Auction Rate Securities (“ARS”)

During the year ended December 31, 2011, CBIZ sold its three investments in ARS and recorded a loss of approximately $0.1 million in “Other income (loss), net” on the consolidated statements of operations. At December 31, 2011, CBIZ had no remaining investments in ARS.

At December 31, 2010, CBIZ held three investments in ARS with par values totaling $13.4 million and fair values totaling $10.2 million. The difference between par value and fair value for two of the ARS were deemed to be temporary and were recorded as unrealized losses in other comprehensive loss (“OCL”), net of tax. The decline in fair value of the remaining ARS was determined to be other-than-temporary, thus losses associated with this ARS were bifurcated into either credit loss or other market impairment. Credit losses were recorded in “Other income, net” on the consolidated statements of operations, and other market impairment was recorded as unrealized losses in OCL, net of tax. Due to the failed auctions and the uncertainty regarding the liquidity of these securities, CBIZ classified its investments in auction-rate securities as funds held for clients – non-current in the consolidated balance sheets as of December 31, 2010. The maturity dates for these ARS investments ranged from October, 2037 through February, 2042. See Note 6 for further discussion regarding the ARS and related fair values.

Interest Rate Swaps

CBIZ uses interest rate swaps to manage interest rate risk exposure primarily through converting portions of floating rate debt under the credit facility to a fixed rate basis. These agreements involved the receipt or payment of floating rate amounts in exchange for fixed rate interest payments over the life of the agreements without an exchange of the underlying principal amounts. CBIZ does not enter into derivative instruments for trading or speculative purposes.

Each of CBIZ’s interest rate swaps was designated as a cash flow hedge. Accordingly, the interest rate swaps were recorded as either assets or liabilities in the consolidated balance sheets at fair value. Changes in fair value were recorded as a component of accumulated other comprehensive loss (“AOCL”), net of tax, to the extent the swaps were effective. Amounts recorded to AOCL were reclassified to interest expense as interest on the underlying debt was recognized. Amounts due related to the swaps were recorded as adjustments to interest expense when incurred or payable.

At inception, the critical terms of the interest rate swaps matched the underlying risks being hedged, and as such the interest rate swaps were expected to be highly effective in offsetting fluctuations in the designated interest payments resulting from changes in the benchmark interest rate. The interest rate swaps were assessed for effectiveness and continued qualification for hedge accounting on a quarterly basis. For the twelve months ended December 31, 2011 and 2010, all interest rate swaps were deemed to be highly effective.

As a result of the use of derivative instruments, CBIZ was exposed to risks that the counterparties would fail to meet their contractual obligations. To mitigate the counterparty credit risk, CBIZ only entered into contracts with selected major financial institutions based upon their credit ratings and other factors, and continually assessed the creditworthiness of counterparties. At December 31, 2011 and 2010, all of the counterparties to CBIZ’s interest rate swaps had investment grade ratings. There were no credit risk-related contingent features in CBIZ’s interest rate swaps nor did the swaps contain provisions under which the Company would be required to post collateral.

At December 31, 2011 and 2010, each of the interest rate swaps was classified as a liability derivative. The following table summarizes CBIZ’s outstanding interest rate swaps and their classification on the consolidated balance sheets at December 31, 2011 and December 31, 2010 (in thousands).


	December 31, 2011
	Notional Amount		Fair Value(c)			Balance Sheet Location
Interest rate swaps(a)	$	40,000	$	(670	)		Other non-current liabilities


	December 31, 2010
	Notional Amount		Fair Value(c)			Balance Sheet Location
Interest rate swaps(b)	$	20,000	$	(16	)		Other current liabilities

(a)

Represents interest rate swap with a notional value of $40.0 million, of which $25.0 million will expire in June 2014 and the remaining $15.0 million will expire in June 2015. Under the terms of the interest rate swap, CBIZ pays interest at a fixed rate of 1.41% plus applicable margin as stated in the agreement, and receives interest that varies with the three-month LIBOR.

(b)

Represents two interest rate swaps, each with a notional value of $10.0 million and terms of two years that expired in January, 2011. Under the terms of the interest rate swaps, CBIZ paid interest at a fixed rate of 1.55% and 1.59%, respectively, plus applicable margin under the credit agreement, and received or paid interest that varied with the three-month LIBOR.

(c)	See additional disclosures regarding fair value measurements in Note 6.

The following table summarizes the effects of interest rate swaps on CBIZ’s consolidated statements of operations for the twelve months ended December 31, 2011 and 2010 (in thousands).


	(Loss) Gain Recognized in AOCL, net of tax					Loss Reclassified from AOCL into Expense
	Twelve Months Ended December 31,					Twelve Months Ended December 31,
	2011			2010		2011		2010		Location
Interest rate swaps	$	(412	)	$	110	$	266	$	252		Interest expense

- Definition

The entire disclosure for the entity's entire derivative instruments and hedging activities. Describes an entity's risk management strategies, derivatives in hedging activities and non-hedging derivative instruments, the assets, obligations, liabilities, revenues and expenses arising therefrom, and the amounts of and methodologies and assumptions used in determining the amounts of such items.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 45
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2011

Fair Value Measurements [Abstract]

Fair Value Measurements

6.	Fair Value Measurements

The valuation hierarchy under GAAP categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows:

•

Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

•

Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

•

Level 3 — inputs to the valuation methodology are unobservable and are significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The following table summarizes CBIZ’s assets and liabilities at December 31, 2011 and 2010 that are measured at fair value on a recurring basis subsequent to initial recognition, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value (in thousands):


	Level		December 31, 2011			December 31, 2010
Deferred compensation plan assets		1	$	33,585		$	33,361
Corporate and municipal bonds		1	$	30,923		$	15,255
Interest rate swaps		2	$	(670	)	$	(16	)
Auction rate securities		3	$	—		$	10,216
Contingent purchase price liabilities		3	$	(25,325	)	$	(17,265	)

For the years ended December 31, 2011 and 2010, there were no transfers between the valuation hierarchy Levels 1, 2 and 3. The following table summarizes the change in fair values of the Company’s assets and liabilities identified as Level 3 for the years ended December 31, 2011 and 2010 (pre-tax basis, in thousands):


	Auction Rate Securities			Contingent Purchase Price Payable
Beginning balance — January 1, 2010	$	10,545		$	(5,575	)
Additions from business acquisitions		—			(16,327	)
Payment of contingent purchase price payable		—			3,298
Impairment included in other income, net		(263	)		—
Unrealized losses included in accumulated other comprehensive loss		(68	)		—
Change in fair value of contingency		—			1,516
Change in net present value of contingency		—			(177	)
Increase in expected cash flows of OTTI investment		2			—

Balance — December 31, 2010	$	10,216		$	(17,265	)

Additions from business acquisitions		—			(13,404	)
Sales of auction rate securities		(10,980	)		—
Payment of contingent purchase price payable		—			2,051
Unrealized gains included in accumulated other comprehensive loss		664			—
Change in fair value of contingency		—			3,479
Change in net present value of contingency		—			(186	)
Increase in expected cash flows of OTTI investment		100			—

Balance — December 31, 2011	$	—		$	(25,325	)

Auction Rate Securities — During the year ended December 31, 2011, CBIZ sold all of its investments in ARS and as a result, realized a gain of approximately $0.1 million in “Other income, net” and reversed prior period unrealized losses of $0.7 million. Prior to the sale of the remaining ARS, CBIZ classified its investments in ARS as Level 3 due to the lack of quoted prices from broker-dealers and the inactive markets for ARS. Accordingly, a fair value assessment of these securities was performed on each security based on a discounted cash flow model utilizing various assumptions that included maximum interest rates for each issue, probabilities of successful auctions, failed auctions or default, the timing of cash flows, the quality and level of collateral of the securities, and the rate of recovery from bond insurers in the event of default.

At December 31, 2010, CBIZ held three investments in ARS with par values totaling $13.4 million. For two of the ARS, the declines in fair values were considered to be temporary. At December 31, 2010, the par value and fair value of these two ARS was $8.4 million and $7.7 million, respectively. The decrease in fair value of $0.1 million during the year ended December 31, 2010 was recorded as unrealized losses in other comprehensive loss, net of tax. For both of these ARS investments, CBIZ determined that the impairment was temporary due to dislocation in the credit markets, the quality of the investments and their underlying collateral, and the probability of a passed auction or redemption in the future, considering the issuers’ ability to refinance if necessary. These two ARS with temporary declines in fair value were classified as “Funds held for clients — non-current”, as CBIZ expected to sell these investments upon the anticipated recovery of par value. The par value of the remaining ARS was $5.0 million and the carrying value was $2.5 million at December 31, 2010. The decline in fair value of $0.3 million in 2010 was determined to be other-than-temporary and was due to the credit worthiness of the underlying bond issuer. Accordingly, CBIZ recorded an impairment charge totaling $0.3 million, which was included in “Other income, net” for the year ended December 31, 2010.

The following table provides a rollforward of the pre-tax credit losses recognized in earnings related to this ARS for the twelve months ended December 31, 2011 and 2010 (in thousands):


	Accumulated Credit Losses
Balance at January 1, 2010	$	1,871
Additions related to OTTI losses not previously recognized		—
Reductions due to sales		—
Reductions due to change in intent or likelihood of sale		—
Additions due to increases in previously recognized OTTI losses		263
Reductions due to increases in expected cash flows		(2	)

Balance at December 31, 2010	$	2,132
Cumulative adjustment to retained earnings at adoption		—
Additions related to OTTI losses not previously recognized		—
Reductions due to sales		—
Reductions due to sales of OTTI investment		(2,256	)
Additions due to increases in previously recognized OTTI losses		124
Reductions due to increases in expected cash flows		—

Balance at December 31, 2011	$	—

All ARS with temporary impairments have been in a continuous unrealized loss position for greater than twelve months. The following table provides additional information with regards to the ARS with temporary impairments (in thousands):


	December 31, 2011				December 31, 2010
	12 Months or Greater				12 Months of Greater
Description of Security	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Auction rate securities	$	—	$	—	$	7,716	$	664

Contingent Purchase Price Payable—Contingent purchase price liabilities result from business acquisitions made after January 1, 2009, and are classified as Level 3 due to the utilization of a probability weighted discounted cash flow approach to determine the fair value of the contingency. The contingent purchase price liabilities are included in “Other current liabilities” and “Accrued expenses — non-current”, depending on the expected settlement date. As a result of business acquisitions, CBIZ increased its contingent purchase price payable by $13.4 million and $16.3 million during the years ended December 31, 2011 and 2010, respectively. Reductions to the payable are due to payments made of $2.1 million and $3.3 million for the years ended December 31, 2011 and 2010, respectively, and adjustments of $3.5 million and $1.5 million for the years ended December 31, 2011 and 2010, respectively, as a result of a change in the estimate of future contingent liabilities.

The following table presents financial instruments that are not carried at fair value but which require fair value disclosure as of December 31, 2011 and 2010 (in thousands):


	December 31, 2011				December 31, 2010
	Carrying Value		Fair Value		Carrying Value		Fair Value
2006 Notes	$	750	$	750	$	39,250	$	40,050
2010 Notes	$	119,028	$	141,690	$	116,577	$	141,670

Although the trading of CBIZ’s 2006 Notes and 2010 Notes is limited, the fair value was determined based upon their most recent quoted market price. The Notes are carried at face value less any unamortized debt discount. See Note 8 for further discussion of CBIZ’s debt instruments.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 44A, 44B
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15C, 15D
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
-Number 107
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-Paragraph 3, 10, 14, 15
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 32, 33, 34
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
-Number 159
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2011

Income Taxes [Abstract]

Income Taxes

7.	Income Taxes

For financial reporting purposes, income from continuing operations before income taxes includes the following components (in thousands):


	2011		2010		2009
United States	$	46,790	$	44,993	$	51,703
Foreign (Canada)		177		179		172

Total	$	46,967	$	45,172	$	51,875

Income tax expense (benefit) included in the consolidated statements of operations for the years ended December 31, 2011, 2010 and 2009 was as follows (in thousands):


	2011			2010			2009
Continuing operations:
Current:
Federal	$	17,645		$	15,789		$	17,092
Foreign		34			68			64
State and local		3,709			3,232			2,523

Total		21,388			19,089			19,679
Deferred:
Federal		(2,580	)		(2,137	)		422
State and local		(425	)		65			(278	)

Total		(3,005	)		(2,072	)		144

Total income tax expense from continuing operations		18,383			17,017			19,823
Discontinued operations:
Operations of discontinued operations:
Current		(472	)		(1,733	)		(790	)
Deferred		106			(7	)		101

Total		(366	)		(1,740	)		(689	)
Gain (loss) on sale of discontinued operations:
Current		193			(812	)		140

Total income tax benefit from discontinued operations		(173	)		(2,552	)		(549	)

Total income tax expense	$	18,210		$	14,465		$	19,274

The provision for income taxes attributable to income from continuing operations differed from the amount obtained by applying the federal statutory income tax rate to income from continuing operations before income taxes, as follows (in thousands, except percentages):


	2011			2010			2009
Tax at statutory rate (35%)	$	16,438		$	15,810		$	18,156
State taxes (net of federal benefit)		2,044			1,875			1,624
Business meals and entertainment — non-deductible		659			627			663
Reserves for uncertain tax positions		(813	)		(1,359	)		(304	)
Other, net		55			64			(316	)

Provision for income taxes from continuing operations	$	18,383		$	17,017		$	19,823

Effective income tax rate		39.1	%		37.7	%		38.2	%

The income tax benefits associated with the exercise of non-qualified stock options and restricted stock awards and reflected in additional paid-in-capital were $0.1 million, $0.1 million and $0.5 million for the years ended December 31, 2011, 2010 and 2009, respectively.

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2011 and 2010, were as follows (in thousands):


	2011			2010
Deferred tax assets:
Net operating loss carryforwards .	$	2,807		$	2,434
Allowance for doubtful accounts		2,484			2,510
Employee benefits and compensation		20,773			19,590
Lease costs		3,667			3,835
State tax credit carryforwards		2,443			2,407
Asset impairments		—			1,272
Installment sales		1,166			1,855
Other deferred tax assets		2,104			2,549

Total gross deferred tax assets		35,444			36,452
Less: valuation allowance		(2,363	)		(2,271	)

Total deferred tax assets, net	$	33,081		$	34,181

Deferred tax liabilities:
Property and equipment depreciation	$	434		$	1,111
Accrued interest		10,611			16,649
Client list amortization		6,070			5,325
Goodwill and other intangibles		7,897			5,528
Other deferred tax liabilities		1,906			495

Total gross deferred tax liabilities	$	26,918		$	29,108

Net deferred tax asset	$	6,163		$	5,073

CBIZ has established valuation allowances for portions of the state net operating loss (“NOL”) carryforwards and state income tax credit carryforwards at December 31, 2011 and December 31, 2010. The net increase in the valuation allowance for the year ended December 31, 2011 of $0.1 million primarily related to changes in the valuation allowance for state income tax credit carryforwards. The net decrease in the valuation allowance for the year ended December 31, 2010 of $1.1 million primarily related to changes in the valuation allowances for state NOL carryforwards.

In assessing the realizability of deferred tax assets, management considers all available positive and negative evidence, including projected future taxable income, scheduled reversal of deferred tax liabilities, historical financial operations and tax planning strategies. Based upon review of these items, management believes it is more-likely-than-not that the Company will realize the benefits of these deferred tax assets, net of the existing valuation allowances.

CBIZ and its subsidiaries file income tax returns in the United States, Canada, and most state jurisdictions. In October 2010, the Internal Revenue Service completed its audit of the Company’s 2007 federal income tax return. The Company received a refund of $0.2 million in early 2011 related to the settlement of the audit. CBIZ’s federal income tax returns for years ending prior to January 1, 2008 are no longer subject to examination. With limited exceptions, CBIZ’s state and local income tax returns and non-U.S. income tax returns are no longer subject to tax authority examinations for years ending prior to January 1, 2007 and January 1, 2006, respectively.

The availability of NOL’s is reported as deferred tax assets, net of applicable valuation allowances, in the accompanying consolidated balance sheets. At December 31, 2011, the Company has state net operating loss carryforwards of $60.0 million, state tax credit carryforwards of $2.4 million and an alternative minimum tax credit carryforward of $0.1 million. The state net operating loss carryforwards expire on various dates between 2012 and 2029 and the state tax credit carryforwards expire on various dates between 2018 and 2026. The alternative minimum tax credit carryforward has no expiration date.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):


	2011			2010			2009
Balance at January 1	$	4,794		$	6,103		$	6,254
Additions for tax positions of the current year		188			725			229
Additions for tax positions of prior years		103			—			—
Reclassification from other balance sheet accounts		—			—			193
Reductions for tax positions of prior years		(260	)		—			—
Settlements		—			(217	)		(196	)
Lapse of statutes of limitation		(846	)		(1,817	)		(377	)

Balance at December 31	$	3,979		$	4,794		$	6,103

Included in the balance of unrecognized tax benefits at December 31, 2011, are $3.0 million of unrecognized tax benefits that, if recognized, would affect the effective tax rate. The Company believes it is reasonably possible that certain of these unrecognized tax benefits could change in the next twelve months. CBIZ expects reductions in the liability for unrecognized tax benefits of approximately $0.9 million within the next twelve months due to expiration of statutes of limitation. Given the number of years that are currently subject to examination, the Company is unable to estimate the range of potential adjustments to the remaining balance of unrecognized tax benefits at this time.

CBIZ recognizes interest income, interest expense, and penalties related to unrecognized tax benefits as a component of income tax expense. During 2011, the Company accrued interest expense of $0.2 million and, as of December 31, 2011, had recognized a liability for interest expense and penalties of $0.3 million and $0.1 million, respectively, relating to unrecognized tax benefits. During 2010 the Company accrued interest expense of $0.2 million and, as of December 31, 2010, had recognized a liability for interest expense and penalties of $0.4 million and $0.1 million, respectively, relating to unrecognized tax benefits.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 43, 44, 45, 46, 47, 48, 49
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32718-109319

Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32639-109319

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(h))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319

+ Details

Borrowing Arrangements

12 Months Ended

Dec. 31, 2011

Borrowing Arrangements [Abstract]

Borrowing Arrangements

8.	Borrowing Arrangements

CBIZ has two primary debt arrangements at December 31, 2011 that provide the Company with the capital to meet its working capital needs as well as the flexibility to continue with its strategic initiatives, including business acquisitions and share repurchases: the 2010 Convertible Senior Subordinated Notes (“2010 Notes”) totaling $130 million and a $275 million unsecured credit facility. A third debt arrangement, the 2006 Convertible Senior Subordinated Notes (“2006 Notes”), has been significantly reduced as a result of the repurchase of most of the outstanding 2006 Notes, as is discussed more fully below.

2010 Convertible Senior Subordinated Notes

On September 27, 2010, CBIZ sold and issued $130.0 million of 2010 Notes to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended. The 2010 Notes are direct, unsecured, senior subordinated obligations of CBIZ and rank (i) junior in right of payment to all of CBIZ’s existing and future senior indebtedness, (ii) equal in right of payment with any other future senior subordinated indebtedness, and (iii) senior in right of payment to all existing and future obligations, if any, that are designated as subordinated to the 2010 Notes. In connection with the issuance and sale of the 2010 Notes, CBIZ entered into an indenture (the “2010 Indenture”) dated as of September 27, 2010, with U.S. Bank National Association as trustee.

The terms of the 2010 Notes are governed by the 2010 Indenture. The 2010 Notes bear interest at a rate of 4.875% per annum, payable in cash semi-annually in arrears on April 1 and October 1 beginning April 1, 2011. The 2010 Notes mature on October 1, 2015 unless earlier redeemed, repurchased or converted. The 2010 Notes are convertible into CBIZ common stock at a rate equal to 134.9255 shares per $1,000 principal amount of the 2010 Notes (equal to an initial conversion price of approximately $7.41 per share), subject to adjustment as described in the 2010 Indenture. Upon conversion, CBIZ will deliver for each $1,000 principal amount of 2010 Notes, an amount consisting of cash equal to the lesser of $1,000 or the conversion value (as defined in the 2010 Indenture) and, to the extent that the conversion value exceeds $1,000, at CBIZ’s election or as required by the rules of the New York Stock Exchange, cash or shares of CBIZ common stock in respect to the remainder.

If CBIZ undergoes a “fundamental change” (as defined in the 2010 Indenture), holders of the 2010 Notes will have the right, subject to certain conditions, to require CBIZ to repurchase for cash all or a portion of their 2010 Notes at a repurchase price equal to 100% of the principal amount of the 2010 Notes to be repurchased plus accrued and unpaid interest, including additional amounts, if any.

CBIZ separately accounts for the debt and equity components of the 2010 Notes. The carrying amount of the debt and equity components at December 31, 2011 and 2010 were as follow (in thousands):


	2011			2010
Principal amount of notes	$	130,000		$	130,000
Unamortized discount		(10,972	)		(13,423	)

Net carrying amount	$	119,028		$	116,577

Additional paid-in-capital, net of tax	$	8,555		$	8,555

The discount on the liability component of the 2010 Notes is being amortized using the effective interest method based upon an annual effective rate of 7.5%, which represents the market rate for similar debt without a conversion option at the issuance date. The discount is being amortized over the term of the 2010 Notes which is five years from the date of issuance. At December 31, 2011, the unamortized discount had a remaining amortization period of approximately 45 months.

2006 Convertible Senior Subordinated Notes

On May 30, 2006, CBIZ sold and issued $100.0 million in convertible senior subordinated notes. These 2006 Notes are direct, unsecured, senior subordinated obligations of CBIZ and rank (i) junior in right of payment to all of CBIZ’s existing and future senior indebtedness, (ii) equal in right of payment with any other future senior subordinated indebtedness, and (iii) senior in right of payment to all subordinated indebtedness. The terms of the 2006 Notes are governed by the Indenture dated as of May 30, 2006, with U.S. Bank National Association as trustee (“2006 Indenture”). The 2006 Notes bear interest at a rate of 3.125% per annum, payable in cash semi-annually in arrears on each June 1 and December 1. The 2006 Notes are convertible into CBIZ common stock at a rate equal to 94.1035 shares per $1,000 principal amount of the 2006 Notes (equal to an initial conversion price of approximately $10.63 per share), subject to adjustment as described in the 2006 Indenture. Upon conversion, CBIZ will deliver for each $1,000 principal amount of 2006 Notes, an amount consisting of cash equal to the lesser of $1,000 and the conversion value (as defined in the 2006 Indenture) and, to the extent that the conversion value exceeds $1,000, at CBIZ’s election, cash or shares of CBIZ common stock in respect of the remainder.

On September 27, 2010, concurrent with the closing of the 2010 Notes, CBIZ repurchased $60.0 million of the 2006 Notes. The 2006 Notes were purchased at par through privately negotiated transactions and resulted in a non-cash pre-tax loss of approximately $2.0 million, primarily as a result of the write-off of the unamortized discount and the unamortized deferred debt costs related to the $60.0 million of 2006 Notes. The $2.0 million pre-tax loss was recorded in other income, net in the consolidated statements of operations for the twelve months ended December 31, 2010. On June 1, 2011, the note holders provided notice to the Company to redeem an additional $39.3 million of the 2006 Notes. The 2006 Notes were settled in cash for the principal amount and any accrued and unpaid interest. The remaining $750,000 of 2006 Notes may be redeemed by CBIZ at any time until the due date of June 1, 2026. In addition, holders of the 2006 Notes will have the right to require CBIZ to repurchase for cash all or a portion of their 2006 Notes on June 1, 2016 and June 1, 2021, at a repurchase price equal to 100% of the principal amount of the 2006 Notes to be repurchased plus accrued and unpaid interest, including contingent interest and additional amounts, if any, up to but not including, the date of repurchase. At December 31, 2011, the 2006 Notes were classified as a non-current liability since the remaining note holders cannot cause the redemption of their notes until June 1, 2016.

CBIZ separately accounts for the debt and equity components of the 2006 Notes. The carrying amount of the debt and equity components at December 31, 2011 and 2010 were as follow (in thousands):


	2011		2010
Principal amount of notes	$	750	$	40,000
Unamortized discount		—		(750	)

Net carrying amount	$	750	$	39,250

Additional paid-in-capital, net of tax	$	11,425	$	11,425

For the twelve months ended December 31, 2011 and 2010, CBIZ recognized interest expense on the 2010 Notes and the 2006 Notes as follows (in thousands):


	2011		2010
Contractual coupon interest	$	6,873	$	4,290
Amortization of discount		3,201		4,210
Amortization of deferred financing costs		809		630

Total interest expense	$	10,883	$	9,130

Bank Debt

Effective June 4, 2010, CBIZ entered into a new credit agreement with Bank of America as agent for a group of seven participating banks under which CBIZ maintains a $275 million unsecured credit facility (“credit facility”). On September 14, 2010, CBIZ amended its credit facility to allow CBIZ to consummate the buy back and option transactions with CBIZ’s largest shareholder (see Note 14), to issue new senior subordinated convertible notes (see 2010 Notes above), and use up to $30 million of the proceeds from the new convertible notes to repurchase shares of common stock concurrent with the new convertible note transaction. In addition, the amendment increased the total and senior leverage ratios to accommodate these transactions and also to allow CBIZ to continue its strategic growth strategy which includes future acquisitions. On April 11, 2011, the credit facility was further amended to extend the maturity date one year to June 2015, reduce interest on outstanding balances, reduce commitment fees on the unused amount, and adjust the leverage ratio limits to provide CBIZ with more flexibility.

The balance outstanding under the credit facility was $145.0 million and $118.9 million at December 31, 2011 and 2010, respectively. Rates for the years ended December 31, 2011 and 2010 were as follows:


	2011	2010
Weighted average rates	3.27%	3.66%

Range of effective rates	2.43% - 5.75%	2.71% - 6.40%

CBIZ had approximately $53.5 million of available funds under the credit facility at December 31, 2011. Available funds under the credit facility are based on a multiple of earnings before interest, taxes, depreciation and amortization as defined in the credit facility, and are reduced by letters of credit and outstanding borrowings on the credit facility. Under the credit facility, loans are charged an interest rate consisting of a base rate or Eurodollar rate plus an applicable margin, letters of credit are charged based on the same applicable margin, and a commitment fee is charged on the unused portion of the credit facility.

The credit facility provides CBIZ operating flexibility and funding to support seasonal working capital needs and other strategic initiatives such as acquisitions and share repurchases. The credit facility is subject to certain financial covenants that may limit CBIZ’s ability to borrow up to the total commitment amount. Covenants require CBIZ to meet certain requirements with respect to (i) minimum net worth; (ii) maximum total and senior leverage ratios; and (iii) a minimum fixed charge coverage ratio. As of December 31, 2011, CBIZ believes it is in compliance with its debt covenants. The credit facility also places restrictions on CBIZ’s ability to create liens or other encumbrances, to make certain payments, investments, loans and guarantees and to sell or otherwise dispose of a substantial portion of assets, or to merge or consolidate with an unaffiliated entity. According to the terms of the credit facility, CBIZ is not permitted to declare or make any dividend payments, other than dividend payments made by one of its wholly owned subsidiaries to the parent company. The credit facility contains a provision that, in the event of a defined change in control, the credit facility may be terminated.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References + Details

Accumulated Other Comprehensive Loss

12 Months Ended

Dec. 31, 2011

Accumulated Other Comprehensive Loss and Common stock [Abstract]

Accumulated Other Comprehensive Loss

9.	Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss at December 31, 2011 and 2010 were as follows (in thousands):


	2011			2010
Net unrealized gains (losses) on available-for-sale securities, net of income tax expense (benefit) of $14 and ($266), respectively	$	20		$	(394	)
Cumulative effect of adoption of accounting for other-than-temporary impaired investments, net of income tax benefit of $149		—			(223	)
Net unrealized loss on interest rate swap, net of income tax benefit of $248 and $5, respectively		(422	)		(11	)
Foreign currency translation		(377	)		(312	)

Accumulated other comprehensive loss	$	(779	)	$	(940	)

- Definition

The entire disclosure for comprehensive income. Includes, but is not limited to, the following: 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income. Components of comprehensive income include: (1) foreign currency translation adjustments; (2) gains (losses) on foreign currency transactions that are designated as, and are effective as, economic hedges of a net investment in a foreign entity; (3) gains (losses) on intercompany foreign currency transactions that are of a long-term-investment nature, when the entities to the transaction are consolidated, combined, or accounted for by the equity method in the reporting enterprise's financial statements; (4) change in the market value of a futures contract that qualifies as a hedge of an asset reported at fair value; (5) unrealized holding gains (losses) on available-for-sale securities and that resulting from transfers of debt securities from the held-to-maturity category to the available-for-sale category; (6) a net loss recognized as an additional pension liability not yet recognized as net periodic pension cost; and (7) the net gain (loss) and net prior service cost or credit for pension plans and other postretirement benefit plans.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 14-26
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e637-108580

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e681-108580

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e653-108580

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
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-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e709-108580

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 55
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6920433&loc=d3e998-108581

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e640-108580

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Reclassification Adjustments
-URI http://asc.fasb.org/extlink&oid=6522872

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
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-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e716-108580

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
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-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e689-108580

+ Details

Lease Commitments

12 Months Ended

Dec. 31, 2011

Lease Commitments [Abstract]

Lease Commitments

10.

Lease Commitments

Operating Leases

CBIZ leases certain of its office facilities and equipment under various operating leases. Future minimum cash commitments under operating leases as of December 31, 2011 were as follows (in thousands):


Year Ending December 31,	Gross Operating Lease Commitments(1)		Sub-Leases(2)		Net Operating Lease Commitments(1)
2012	$	38,599	$	4,167	$	34,432
2013		32,412		1,353		31,059
2014		24,283		1,064		23,219
2015		20,683		867		19,816
2016		18,838		699		18,139
Thereafter		25,348		—		25,348

Total	$	160,163	$	8,150	$	152,013

(1)	Includes lease commitments accrued in the consolidation and integration reserve as of December 31, 2011 as further described in Note 12.

(2)	A substantial portion of the sub-leases relate to restructuring lease obligations and are reflected in the consolidation and integration reserve as further described in Note 12.

Rent expense for continuing operations (excluding consolidation and integration charges) incurred under operating leases was $38.8 million, $39.8 million and $40.5 million for the years ended December 31, 2011, 2010 and 2009, respectively. Rent expense does not necessarily reflect cash payments, as further described under “Operating Leases” in Note 1.

- Definition

The entire disclosure for lessee entity's leasing arrangements including, but not limited to, all of the following: (a.) The basis on which contingent rental payments are determined, (b.) The existence and terms of renewal or purchase options and escalation clauses, (c.) Restrictions imposed by lease agreements, such as those concerning dividends, additional debt, and further leasing.

+ References + Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2011

Commitments and Contingencies [Abstract]

Commitments and Contingencies

11.

Commitments and Contingencies

Acquisitions

The purchase price that CBIZ normally pays for businesses and client lists consists of two components: an up-front, non-contingent portion, and a portion which is contingent upon the acquired businesses or client lists’ actual future performance. The fair value of the purchase price contingency is recorded at the date of acquisition and remeasured each reporting period until the liability is settled. Shares of CBIZ common stock that are issued in connection with acquisitions may be contractually restricted from sale for periods up to two years. Acquisitions are further disclosed in Note 19.

Indemnifications

CBIZ has various agreements in which it may be obligated to indemnify the other party with respect to certain matters. Generally, these indemnification clauses are included in contracts arising in the normal course of business under which CBIZ customarily agrees to hold the other party harmless against losses arising from a breach of representations, warranties, covenants or agreements, related to matters such as title to assets sold and certain tax matters. Payment by CBIZ under such indemnification clauses are generally conditioned upon the other party making a claim. Such claims are typically subject to challenge by CBIZ and to dispute resolution procedures specified in the particular contract. Further, CBIZ’s obligations under these agreements may be limited in terms of time and/or amount and, in some instances, CBIZ may have recourse against third parties for certain payments made by CBIZ. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of CBIZ’s obligations and the unique facts of each particular agreement. Historically, CBIZ has not made any payments under these agreements that have been material individually or in the aggregate. As of December 31, 2011, CBIZ was not aware of any obligations arising under indemnification agreements that would require material payments.

Employment Agreements

CBIZ maintains severance and employment agreements with certain of its executive officers, whereby such officers may be entitled to payment in the event of termination of their employment. CBIZ also has arrangements with certain non-executive employees which may include severance and other employment provisions. CBIZ accrues for amounts payable under these contracts and arrangements as triggering events occur and obligations become known. During the years ended December 31, 2011, 2010 and 2009, payments regarding such contracts and arrangements were not material.

Letters of Credit and Guarantees

CBIZ provides letters of credit to landlords (lessors) of its leased premises in lieu of cash security deposits which totaled $2.5 million and $3.0 million at December 31, 2011 and 2010, respectively. In addition, CBIZ provides license bonds to various state agencies to meet certain licensing requirements. The amount of license bonds outstanding was $1.6 million and $1.5 million at December 31, 2011 and 2010, respectively.

CBIZ acted as guarantor on various letters of credit for a CPA firm with which it has an affiliation, which totaled $5.2 million and $3.4 million at December 31, 2011 and 2010, respectively. CBIZ has recognized a liability for the fair value of the obligations undertaken in issuing these guarantees, which is recorded as other current liabilities in the accompanying consolidated balance sheets. Management does not expect any material changes to result from these instruments as performance under the guarantees is not expected to be required.

Self-Funded Health Insurance

CBIZ maintains a self-funded comprehensive health benefit plan. Total expenses under this program are limited by stop-loss coverages on individually large claims. A third party administrator processes claims and payments, and CBIZ assumes responsibility for funding the plan benefits out of general assets. Employees partially contribute to the costs of covered benefits through premium charges, deductibles and co-pays.

The third party administrator provides the Company with reports and other information which provides a basis for the estimate of the liability at the end of each reporting period. Although management believes that it uses the best available information to determine the amount of the liability, unforeseen health claims could result in adjustments and higher costs incurred if circumstances differ from the assumptions used in estimating the liability. The liability for the self-funded health insurance plan is included in other current liabilities in the consolidated balance sheets and was $2.7 million and $3.4 million at December 31, 2011 and 2010, respectively. CBIZ’s healthcare costs include health claims, administration fees to third-party administrators and premiums for stop-loss coverage.

Legal Proceedings

In May, June, July, August and September of 2010, CBIZ, Inc. and its subsidiary, CBIZ MHM, LLC (fka CBIZ Accounting, Tax & Advisory Services, LLC) (“the CBIZ Parties”), were named as defendants in lawsuits filed in the United States District Court for the District of Arizona (Robert Facciola, et al v. Greenberg Traurig LLP, et al.) and in the Superior Court for Maricopa County Arizona (Victims Recovery, LLC v. Greenberg Traurig LLP, et al.; Roger Ashkenazi, et al v. Greenberg Traurig LLP, et al.; Mary Marsh, et al v. Greenberg Traurig LLP, et al.; and ML Liquidating Trust v. Mayer Hoffman McCann PC, et al.), respectively. The Maricopa County cases were removed to the United States District Court or Bankruptcy Court and all, have since been remanded to the Superior Court for Maricopa County. Additionally, in November 2009, CBIZ MHM, LLC was named as a defendant in the United States District Court for the District of Arizona (Jeffery C. Stone v. Greenberg Traurig LLP, et al.). The Stone case has been voluntarily dismissed by the plaintiff in that matter.

These matters arise out of the bankruptcy proceedings related to Mortgages Ltd., a mortgage lender to developers in the Phoenix, Arizona area. Various other professional firms not related to the Company are also defendants in these lawsuits. The motion phase of these proceedings has commenced.

The plaintiffs, except for those in the Stone and ML Liquidating Trust cases, are all alleged to have directly or indirectly invested in real estate mortgages through Mortgages Ltd. The Victims Recovery, Ashkenazi and Marsh plaintiffs seek monetary damages equivalent to the amounts of their investments. The plaintiff in the ML Liquidating Trust matter asserts errors and omissions and breach of contract claims, and is seeking monetary damages. The plaintiffs in these suits also seek pre- and post-judgment interest, punitive damages and attorneys’ fees.

Mortgages Ltd. had been audited by Mayer Hoffman McCann PC (“Mayer Hoffman”), a CPA firm which has an administrative services agreement with CBIZ. The claims against the CBIZ Parties seek to impose auditor-type liabilities upon the Company for audits it did not conduct. Specific claims include securities fraud, common law fraud, negligent misrepresentation, Arizona Investment Management Act violations, control-person liability, aiding and abetting and conspiracy. CBIZ is not a CPA firm, does not provide audits, and did not audit any of the entities at issue in these lawsuits.

In June 2011 the Facciola court, in which the plaintiffs were seeking to certify a class of all Mortgages Ltd. investors, granted the motions to dismiss filed by the CBIZ Parties and Mayer Hoffman. After that dismissal order, the plaintiffs’ moved the court to amend their complaint in an attempt to state a claim against the CBIZ Parties and Mayer Hoffman. In November 2011, the Facciola court denied the plaintiffs’ request to amend the complaint as to the CBIZ Parties and Mayer Hoffman. The Facciola case is now proceeding only against the remaining defendants.

The CBIZ Parties deny all allegations of wrongdoing made against them in these actions and are vigorously defending the proceedings. The Company has been advised by Mayer Hoffman that it denies all allegations of wrongdoing made against it and that it intends to continue vigorously defending the matters. Although the proceedings are subject to uncertainties inherent in the litigation process and the ultimate disposition of these proceedings is not presently determinable, management believes that the allegations are without merit and that the ultimate resolution of these matters will not have a material adverse effect on the consolidated financial condition, results of operations or cash flows of the Company.

In January 2012 the CBIZ Parties were added as defendants to a lawsuit filed in the Superior Court of California for Orange County, (Signature Financial Group, Inc., et al, v. Mayer Hoffman McCann, P.C., et al). This lawsuit arises out a review of the financial statements of Medical Capital Holdings, Inc. (“Medical Capital”) by Mayer Hoffman. In June 2009 Medical Capital was sued by the SEC and a receiver was appointed to liquidate Medical Capital. The plaintiffs in the Signature lawsuit are financial advisors that sold Medical Capital investments to their clients. Those plaintiffs were sued by their clients for losses related to Medical Capital and now seek to recover damages from the CBIZ Parties and Mayer Hoffman for the losses and expenses they incurred in litigation with their respective clients and lost profits. The Signature lawsuit seeks to impose auditor-type liabilities upon the CBIZ Parties for attest services they did not conduct. Specific claims include fraud, intentional misrepresentation and concealment; negligent misrepresentation; equitable indemnity; declaratory relief and respondeat superior.

The CBIZ Parties deny all allegations of wrongdoing made against them in the Signature lawsuit and are vigorously defending the proceeding. The Company has been advised by Mayer Hoffman that it denies all allegations of wrongdoing made against it and that it intends to continue vigorously defending the matters. Although the proceedings are subject to uncertainties inherent in the litigation process and the ultimate disposition of these proceedings is not presently determinable, management believes that the allegations are without merit and that the ultimate resolution of these matters will not have a material adverse effect on the consolidated financial condition, results of operations or cash flows of the Company.

In addition to those items disclosed above, the Company is, from time to time, subject to claims and suits arising in the ordinary course of business. Although the ultimate disposition of such proceedings is not presently determinable, management does not believe that the ultimate resolution of these matters will have a material adverse effect on the consolidated financial condition, results of operations or cash flows of the Company.

- Definition

The entire disclosure for commitments and contingencies.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 14
-Paragraph 3
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 5
-Paragraph 9, 10, 11, 12
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
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-Paragraph 1
-Subparagraph (SX 210.5-02.25)
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-Name Accounting Standards Codification
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-Paragraph 4
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-Name Accounting Standards Codification
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-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
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-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6449706&loc=d3e16207-108621

+ Details

Consolidation and Integration Reserve

12 Months Ended

Dec. 31, 2011

Consolidation and Integration Reserve [Abstract]

Consolidation and Integration Reserve

12.

Consolidation and Integration Reserve

CBIZ recognizes a liability for non-cancelable lease obligations at abandoned properties based upon the net present value of remaining lease payments, net of estimated sublease payments. The liability is determined and recognized as of the cease-use date and adjustments to the liability are made for changes in estimates in the period in which a change becomes known.

Consolidation and integration charges are comprised of expenses associated with CBIZ’s on-going efforts to consolidate operations and locations in fragmented markets to promote and strengthen cross-serving between various practice groups. These expenses result from individual actions in several markets and are not part of a company-wide program. Consolidation and integration charges include costs for moving facilities, non-cancelable lease obligations, adjustments to lease accruals based on changes in sublease assumptions, severance obligations, and other related expenses.

During the year ended December 31, 2011, there were no significant consolidation or integration activities. During the year ended December 31, 2010, CBIZ recognized a charge of approximately $1.8 million for lease consolidation related activities as part of the acquisition of Goldstein Lewin & Company (see Note 19). Other charges against income for the years ended December 31, 2011 and 2010 related to net present value of interest and changes in assumptions for spaces under sub-lease. Activity during the years ended December 31, 2011 and 2010 was as follows (in thousands):


	Consolidation and Integration Reserve
Reserve balance at December 31, 2009	$	1,128
Adjustments against income(1)		2,288
Payments(2)		(1,379	)

Reserve balance at December 31, 2010		2,037
Adjustments against income(1)		831
Payments(2)		(1,162	)

Reserve balance at December 31, 2011	$	1,706

(1)	Adjustments against income are included in “operating expenses” in the accompanying consolidated statements of operations.

(2)	Payments are net of sub-lease payments received.

Cash commitments required under these obligations are included in the schedule of future minimum cash commitments in Note 10. Determination of the consolidation and integration reserve includes significant judgment and estimates by management, primarily with respect to CBIZ’s ability to sublease vacated space. Actual results could differ from those estimates.

Consolidation and integration charges incurred during the years ended December 31, 2011, 2010 and 2009 that were recorded as operating expenses in the consolidated statements of operations were as follows (in thousands):


	2011		2010		2009
Lease consolidation and abandonment	$	831	$	2,288	$	756
Severance and other consolidation expenses		—		—		3

Total consolidation and integration charges	$	831	$	2,288	$	759

Employee Benefits

12 Months Ended

Dec. 31, 2011

Employee Benefits [Abstract]

Employee Benefits

13.

Employee Benefits

Employee Savings Plan

CBIZ sponsors a qualified 401(k) defined contribution plan that covers substantially all of its employees. Participating employees may elect to contribute, on a tax-deferred basis, up to 80% of their pre-tax annual compensation (subject to a maximum permissible contribution under Section 401(k) of the Internal Revenue Code). Matching contributions by CBIZ are 50% of the first 6% of base compensation that the participant contributes, and additional amounts may be contributed at the discretion of the Board of Directors. Participants may elect to invest their contributions in various funds including: equity, fixed income, stable value, and balanced – lifecycle funds. Employer contributions (net of forfeitures) made to the plan during the years ended December 31, 2011, 2010 and 2009, were approximately $7.9 million, $8.4 million and $7.9 million, respectively.

Deferred Compensation Plan

CBIZ sponsors a deferred compensation plan, under which certain members of management and other highly compensated employees may elect to defer receipt of a portion of their annual compensation, subject to maximum and minimum percentage limitations. The amount of compensation deferred under the plan is credited to each participant’s deferral account and a deferred compensation plan obligation is established by CBIZ. An amount equal to each participant’s compensation deferral is transferred into a rabbi trust and invested in various debt and equity securities as directed by the participants. The assets of the rabbi trust are held by CBIZ and recorded as “Assets of deferred compensation plan” in the accompanying consolidated balance sheets.

Assets of the deferred compensation plan consist primarily of investments in mutual funds, money market funds and equity securities. The values of these investments are based on published market prices at the end of the period. Adjustments to the fair value of these investments are recorded in “Other income, net”, offset by the same adjustments to compensation expense (recorded as operating expenses or corporate general and administrative expenses in the consolidated statements of operations). For the years ended December 31, 2011, 2010 and 2009, CBIZ recorded (losses) or gains of ($0.4) million, $3.7 million and $5.5 million, respectively, related to these investments. These investments are specifically designated as available to CBIZ solely for the purpose of paying benefits under the deferred compensation plan. However, the investments in the rabbi trusts would be available to all unsecured general creditors in the event that CBIZ becomes insolvent.

Deferred compensation plan obligations represent amounts due to plan participants, and consist of accumulated participant deferrals and changes in fair value of investments thereon since the inception of the plan, net of withdrawals. This liability is an unsecured general obligation of CBIZ, and is recorded as “Deferred compensation plan obligations” in the consolidated balance sheets.

- Definition

The entire disclosure for pension and other postretirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Principles Board Opinion (APB)
-Number 30
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Reference 10: http://www.xbrl.org/2003/role/presentationRef
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
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Reference 12: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 13: http://www.xbrl.org/2003/role/presentationRef
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-Number FAS88
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Reference 14: http://www.xbrl.org/2003/role/presentationRef
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-Topic 715
-URI http://asc.fasb.org/topic&trid=2235017

+ Details

Common Stock

12 Months Ended

Dec. 31, 2011

Accumulated Other Comprehensive Loss and Common stock [Abstract]

Common Stock

14.

Common Stock

CBIZ’s authorized common stock consists of 250 million shares of common stock, par value $0.01 per share (“Common Stock”). The holders of CBIZ’s Common Stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. There are no cumulative voting rights with respect to the election of directors. Accordingly, the holder or holders of a majority of the outstanding shares of Common Stock will be able to elect the directors of CBIZ then standing for election as terms expire. Holders of Common Stock have no preemptive rights and are entitled to such dividends as may be declared by the Board of Directors of CBIZ out of funds legally available. The holders of CBIZ’s Common Stock are not entitled to any sinking fund, redemption or conversion rights. On liquidation, dissolution or winding up of CBIZ, the holders of Common Stock are entitled to share ratably in the net assets of CBIZ remaining after the payment of any and all creditors. The outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable.

In 2006, CBIZ filed a registration statement with the SEC to register an undeterminable number of shares of Common Stock issuable by the Company upon conversion (the “Conversion Shares”) of the Company’s issued and outstanding 2006 Notes. The registration statement was declared effective on August 4, 2006. In September 2010 and June 2011, $60 million and $39.3 million, respectively, of the 2006 Notes were retired by CBIZ, leaving $0.7 million outstanding as of December 31, 2011. Although the Company cannot at this time determine the number of Conversion Shares it will issue upon conversion of the remaining 2006 Notes, if any, the number of Conversion Shares will be calculated as set out in the S-3 Registration Statement filed by the Company with the SEC on July 21, 2006. In addition, in September 2010, CBIZ issued the 2010 Notes pursuant to Rule 144A of the Securities Act of 1933, as amended. The Company cannot at this time determine the number of shares of common stock it will issue upon conversion of these notes, although the number of shares of common stock it will issue, if any, will be calculated as defined in the indenture agreements with U.S. Bank National Association as trustee. The 2006 Notes and 2010 Notes are further discussed in Note 8.

Treasury Stock

CBIZ’s Board of Directors approved various share repurchase programs that were effective during the years ended December 31, 2011, 2010 and 2009. Under these programs, shares may be purchased in the open market or in privately negotiated transactions according to SEC rules. The repurchase programs do not obligate CBIZ to acquire any specific number of shares and may be suspended at any time. Repurchased shares are held in treasury, and may be reserved for future use in connection with acquisitions, employee share plans and other general purposes. Under CBIZ’s amended credit facility (described in Note 8), there are no limitations on CBIZ’s ability to repurchase CBIZ common stock provided that the Senior Leverage Ratio, as defined by the credit facility, is less than 2.0.

On September 14, 2010, CBIZ’s Board of Directors authorized a supplemental share repurchase program allowing for an additional 7,716,669 shares of CBIZ’s common stock to be repurchased from CBIZ’s largest shareholder, Westbury (Bermuda) Ltd. (“Westbury”), a company organized by CBIZ founder Michael G. DeGroote. In addition, on September 16, 2010, CBIZ’s Board of Directors authorized a second supplemental repurchase program allowing for an additional 4,578,894 shares of CBIZ’s common stock to be repurchased using a portion of the proceeds from the 2010 Notes transaction. The total cost of these two share repurchases was $48.5 million and $25.1 million for the Westbury and 2010 Notes transactions, respectively. See Note 18 for further discussion of the Westbury transaction.

Not including the shares repurchased from the 2010 supplemental share repurchase plans discussed above, CBIZ repurchased 1.4 million, 1.1 million and 1.8 million shares under the share repurchase programs during the years ended December 31, 2011, 2010 and 2009, at a cost (including fees and commissions) of $9.5 million, $7.6 million and $13.3 million, respectively.

- Definition

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 12
-Paragraph 10
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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Reference 10: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Employee Share Plans

12 Months Ended

Dec. 31, 2011

Employee Share Plans [Abstract]

Employee Share Plans

15.

Employee Share Plans

Employee Stock Purchase Plan

On May 12, 2011, the 2007 Employee Stock Purchase Plan (“ESPP”) was Amended and Restated which extended the termination date of the ESPP to June 30, 2017. The ESPP allows qualified employees to purchase shares of common stock through payroll deductions up to a limit of $25,000 of stock per calendar year. The price an employee pays for shares is 85% of the fair market value of CBIZ common stock on the last day of the purchase period. Purchase periods begin on the sixteenth day of the month and end on the fifteenth day of the subsequent month. Other than a one-year holding period from the date of purchase, there are no vesting or other restrictions on the stock purchased by employees under the ESPP.

Under the Amended and Restated ESPP, the total number of shares of common stock that can be purchased shall not exceed two million shares. For each of the years ended December 31, 2011 and 2010, approximately 0.2 million shares were purchased under the ESPP and approximately $0.2 million was recorded as compensation expense, respectively.

Stock Awards

Stock awards outstanding at December 31, 2011 were granted pursuant to the 2002 Stock Incentive Plan (“the Plan”), which was Amended and Restated on May 12, 2011 to extend the life of the Plan an additional 10 years, or until 2021. A maximum of 15.0 million stock options, restricted stock or other stock based compensation awards may be granted under the Plan. Shares subject to award under the Plan may be authorized and unissued shares of CBIZ common stock or may be treasury shares.

CBIZ granted stock options and restricted stock awards under the Plan. The terms and vesting schedules for stock-based awards vary by type and date of grant. At December 31, 2011, approximately 4.2 million shares were available for future grant.

CBIZ utilized the Black-Scholes-Merton option-pricing model to determine the fair value of stock options on the date of grant. The fair value of stock options granted during the years ended December 31, 2011, 2010 and 2009 were determined using the following weighted average assumptions:


	2011			2010			2009
Expected volatility(1)		32.24	%		32.70	%		35.17	%
Expected option life (years)(2)		4.85			4.61			4.43
Risk-free interest rate(3)		2.20	%		2.05	%		1.89	%
Expected dividend yield(4)		0.00	%		0.00	%		0.00	%

(1)	The expected volatility assumption was determined based upon the historical volatility of CBIZ’s stock price, using daily price intervals.

(2)	The expected option life was determined based upon CBIZ’s historical data using a midpoint scenario, which assumes all options are exercised halfway between the expiration date and the weighted average time it takes the option to vest.

(3)	The risk-free interest rate assumption was based upon zero-coupon U.S. Treasury bonds with a term approximating the expected life of the respective options.

(4)	The expected dividend yield assumption was determined in view of CBIZ’s historical and estimated dividend payouts. CBIZ does not expect to change its dividend payout policy in the foreseeable future.

During the years ended December 31, 2011, 2010 and 2009, CBIZ recognized compensation expense for these awards as follows (in thousands):


	2011		2010		2009
Stock options	$	3,137	$	2,936	$	2,748
Restricted stock awards		2,817		2,370		2,006

Total stock-based compensation expense before income tax benefit	$	5,954	$	5,306	$	4,754

Stock Options

Stock options granted during the years ended December 31, 2011, 2010 and 2009 were generally subject to a 25% incremental vesting schedule over a four-year period commencing from the date of grant. Stock options expire six years from the date of grant, and are awarded with an exercise price equal to the market value of CBIZ’s common stock on the date of grant.

At the discretion of the Compensation Committee of the Board of Directors, options awarded under the plans may vest immediately or in a time period shorter than four years. Under each of the plans, stock options awarded to non-employee directors have generally been granted with immediate vesting.

Stock options may be granted alone or in addition to other awards and may be of two types: incentive stock options and nonqualified stock options. In the event the optionee of an incentive stock option owns, at the time such stock option is awarded or granted, more than ten percent of the voting power of all classes of stock of CBIZ, the option price shall not be less than 110% of such fair market value. During the years ended December 31, 2011, 2010 and 2009, no individual who may receive options had an ownership in excess of ten percent of the voting power of all classes of CBIZ stock.

Stock option activity during the year ended December 31, 2011 was as follows:


	Number of Options (in thousands)			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value (in millions)
Outstanding at December 31, 2010		5,653		$	7.42
Granted		1,501		$	7.41
Exercised		(220	)	$	3.50
Expired or canceled		(109	)	$	7.38

Outstanding at December 31, 2011		6,825		$	7.54		3.3 years	$	—

Vested and exercisable at December 31, 2011		3,350		$	7.76		2.1 years	$	—

The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2011, 2010 and 2009 was $3.5 million, $3.0 million and $3.3 million, respectively. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2011, 2010 and 2009 was $0.8 million, $0.8 million and $1.3 million, respectively. The intrinsic value is calculated as the difference between CBIZ’s stock price on the exercise date and the exercise price of each option exercised. At December 31, 2011, CBIZ had unrecognized compensation cost for non-vested stock options of $8.1 million to be recognized over a weighted average period of approximately 1.4 years.

Restricted Stock Awards

Under the Plan, certain employees and non-employee directors were granted restricted stock awards. Restricted stock awards are independent of option grants, and are granted at no cost to the recipients. The awards are subject to forfeiture if employment terminates prior to the release of restrictions, generally one to four years from the date of grant. Recipients of restricted stock awards are entitled to the same dividend and voting rights as holders of other CBIZ common stock, subject to certain restrictions during the vesting period, and the awards are considered to be issued and outstanding from the date of grant. Shares granted under the plan cannot be sold, pledged, transferred or assigned during the vesting period.

Restricted stock award activity during the year ended December 31, 2011 was as follows:


	Number of Shares (in thousands)			Weighted Average Grant-Date Fair Value(1)
Non-vested at December 31, 2010		825		$	7.33
Granted		483		$	7.34
Vested		(325	)	$	7.43
Forfeited		—			—

Non-vested at December 31, 2011		983		$	7.30

(1)	Represents weighted average market value of the shares as the awards are granted at no cost to the recipients.

At December 31, 2011, CBIZ had unrecognized compensation cost for restricted stock awards of $6.0 million to be recognized over a weighted average period of approximately 1.3 years. The total fair value of shares vested during the years ended December 31, 2011, 2010 and 2009 was approximately $2.4 million, $2.3 million and $1.8 million, respectively. The market value of shares awarded during the years ended December 31, 2011, 2010 and 2009 was $3.6 million, $2.6 million and $2.9 million, respectively. This market value was recorded as unearned compensation and is being expensed ratably over the periods which the restrictions lapse. Awards outstanding at December 31, 2011 will be released from restrictions at dates ranging from February 2012 through April 2015.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 123R
-Paragraph 64, 65, A240
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 93-6
-Paragraph 53
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 14

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 50
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 40
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929

+ Details

Earnings Per Share

12 Months Ended

Dec. 31, 2011

Earnings Per Share [Abstract]

Earnings Per Share

16.

Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by diluted weighted average shares. Diluted weighted average shares are determined using the weighted average number of common shares outstanding during the period plus the dilutive effect of potential future issues of common stock relating to CBIZ’s stock award programs, CBIZ’s convertible senior subordinated notes, business acquisitions, and other potentially dilutive securities. In calculating diluted earnings per share, the dilutive effect of stock awards is computed using the average market price for the period, in accordance with the treasury stock method.

As described in Note 8, CBIZ’s 2006 Notes and 2010 Notes may result in future issuances of CBIZ common stock. Under the net share settlement method, potential shares issuable under the 2006 Notes and 2010 Notes will be considered dilutive, and will be included in the calculation of diluted weighted average shares if the Company’s market price per share exceeds the conversion price of $10.63 for the 2006 Notes and $7.41 of the 2010 Notes. As of December 31, 2011, 2010 and 2009, the Company’s average market price per share had not exceeded the conversion price of the 2006 Notes or 2010 Notes.

The following table sets forth the computation of basic and diluted earnings per share from continuing operations (in thousands, except per share data):


	Year Ended December 31,
	2011		2010		2009
Numerator:
Income from continuing operations	$	28,584	$	28,155	$	32,052

Denominator:
Basic
Weighted average common shares outstanding		49,328		57,692		61,200

Diluted
Stock Options(1)		61		106		232
Restricted stock awards(1)		179		135		139
Contingent shares(2)		31		260		288

Diluted weighted average common shares outstanding		49,599		58,193		61,859

Earnings Per Share:
Basic earnings per share from continuing operations	$	0.58	$	0.49	$	0.52

Diluted earnings per share from continuing operations	$	0.58	$	0.48	$	0.52

(1)	For the years ended December 31, 2011, 2010 and 2009, a total of 6,429, 5,382 and 4,483 stock based awards (in thousands), respectively, were excluded from the calculation of diluted earnings per share as their exercise prices would render them anti-dilutive.

(2)	Contingent shares represent additional shares to be issued for purchase price earned by former owners of businesses acquired by CBIZ once future conditions have been met. See Note 19 for further discussion of acquisitions.

Supplemental Cash Flow Disclosures

12 Months Ended

Dec. 31, 2011

Supplemental Cash Flow Disclosures [Abstract]

Supplemental Cash Flow Disclosures

17.

Supplemental Cash Flow Disclosures

Cash paid for interest and income taxes during the years ended December 31, 2011, 2010, and 2009 was as follows (in thousands):


	2011		2010		2009
Interest	$	13,020	$	7,822	$	8,545

Income taxes	$	22,377	$	18,412	$	18,786

Supplemental Disclosures of Non-Cash Investing and Financing Activities

Non-cash investing and financing activities during the years ended December 31, 2011, 2010 and 2009 were as follows (in thousands):


	2011		2010		2009
Business acquisitions, including contingent consideration earned	$	19,601	$	19,115	$	17,483

Estimated contingent purchase price payable	$	9,735	$	11,689	$	5,575

Proceeds from sales of divested and discontinued operations	$	—	$	—	$	647

Non-cash consideration paid for business acquisitions and intangible assets and proceeds received from divested operations were generally in the form of notes receivable, notes payable and CBIZ common stock.

Related Parties

12 Months Ended

Dec. 31, 2011

Related Parties [Abstract]

Related Parties

18.

Related Parties

The following is a summary of certain agreements and transactions between or among CBIZ and certain related parties. It is CBIZ’s policy to enter into transactions with related parties on terms that are no less favorable than those that would be available from unaffiliated parties. Based on CBIZ’s experience and the terms of its transactions with unaffiliated parties, it is the Audit Committee of the Board of Directors’ and managements’ belief that the transactions described below met these standards at the time of the transactions. Management reviews these transactions as they occur and monitors them for compliance with the Company’s Code of Conduct, internal procedures and applicable legal requirements. The Audit Committee reviews and ratifies such transactions annually, or as they are more frequently brought to the attention of the Committee by the Company’s Director of Internal Audit, General Counsel or other members of Management.

Pursuant to an agreement (the “Westbury Agreement”) entered into on September 14, 2010 by CBIZ with its largest shareholder, Westbury, CBIZ purchased 7,716,669 shares of CBIZ’s common stock at $6.25 per share for a total cost of approximately $48.5 million. Pursuant to the Westbury Agreement, CBIZ also purchased an option for $5.0 million, which expires on September 30, 2013, to purchase up to approximately 7.7 million shares of CBIZ’s common stock at a price of $7.25 per share, which constitutes the remaining shares of CBIZ’s common stock held by Westbury. As of December 31, 2011, this option had not been exercised.

A number of the businesses acquired by CBIZ are located in properties owned indirectly by and leased from persons employed by CBIZ, none of whom are members of CBIZ’s senior management. In the aggregate, CBIZ paid approximately $0.7 million, $0.8 million and $1.0 million during the years ended December 31, 2011, 2010 and 2009, respectively, under such leases which management believes were at market rates.

Rick L. Burdick, a director of CBIZ, is a partner of Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”). Akin Gump performed legal work for CBIZ during the years ended December 31, 2011, 2010 and 2009 for which the firm received approximately $0.5 million, $0.8 million and $0.4 million from CBIZ, respectively.

Robert A. O’Byrne, President, Employee Services, has an interest in a partnership that receives commissions from CBIZ that are paid to certain eligible benefits and insurance producers in accordance with a formal program to provide benefits in the event of death, disability, retirement or other termination. The program was in existence at the time CBIZ acquired the former company, of which Mr. O’Byrne was an owner. During 2011 and 2010, the partnership did not receive any payments from CBIZ, and during the year ended December 31, 2009 the partnership received from CBIZ approximately $0.1 million.

CBIZ maintains joint-referral relationships and administrative service agreements with independent licensed CPA firms under which CBIZ provides administrative services in exchange for a fee. These firms are owned by licensed CPAs who are employed by CBIZ subsidiaries, and provide audit and attest services to clients including CBIZ’s clients. The CPA firms with which CBIZ maintains service agreements operate as limited liability companies, limited liability partnerships or professional corporations. The firms are separate legal entities with separate governing bodies and officers. CBIZ has no ownership interest in any of these CPA firms, and neither the existence of the administrative service agreements nor the providing of services there under is intended to constitute control of the CPA firms by CBIZ. CBIZ and the CPA firms maintain their own respective liability and risk of loss in connection with performance of each of its respective services, and CBIZ does not believe that its arrangements with these CPA firms result in additional risk of loss.

CBIZ acted as guarantor for letters of credit for a CPA firm with which it has an affiliation. The letters of credit totaled $5.2 million and $3.4 million as of December 31, 2011 and 2010, respectively. CBIZ has recognized a liability for the fair value of the obligations undertaken in issuing these guarantees, which is recorded as other current liabilities in the consolidated financial statements. Management does not expect any material changes to result from these instruments as performance is not expected to be required.

- Definition

The entire disclosure for related party transactions, including the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 4
-Section 08
-Paragraph k

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 3A
-Section 04
-Paragraph b

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 57
-Paragraph 1-4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(k))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864

+ Details

Acquisitions

12 Months Ended

Dec. 31, 2011

Acquisitions [Abstract]

Acquisitions

19.

Acquisitions

During the year ended December 31, 2011, CBIZ acquired four companies: Thompson Dunavant PLC, Multiple Benefit Services, Inc. (“MBS”), Gresham Smith LLC and Atlantic MDR, LLC (d/b/a Advantage Benefit Planning) (“ABP”). Thompson Dunavant PLC, a full-service accounting and financial services company located in Memphis, Tennessee, provides tax and financial consulting services to clients of various sizes and in a variety of industries. MBS, an employee benefits company located in Atlanta, Georgia, provides employee benefit consulting and support services to clients in a wide variety of industries. Gresham Smith LLC, with offices in Tulsa, Oklahoma and St. Louis, Missouri, provides traditional accounting services to privately held, for profit clients. ABP, located in Pleasantville, New Jersey, provides employee benefits and retirement planning services. The operating results of Thompson Dunavant PLC and Gresham Smith LLC are reported in the Financial Services practice group. The operating results of MBS and ABP are reported in the Employee Services practice group.

Aggregate consideration for these acquisitions is expected to be approximately $29.6 million, which consists of $11.8 million in cash and $3.3 million in CBIZ common stock that was paid at closing, $1.1 million in guaranteed future consideration, and $13.4 million net present value in contingent consideration to be settled primarily in cash and a portion in common stock, subject to the acquired operations achieving certain performance targets.

The preliminary aggregate purchase price for these acquisitions was allocated as follows (in thousands):


Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash	$	273
Accounts receivable		1,835
Unbilled revenue		1,771
Prepaid expenses and other current assets		212
Fixed assets		225
Identifiable intangible assets		11,072
Deferred income taxes — non-current		(1,775	)
Accrued liabilities		(924	)

Total identifiable net assets	$	12,689
Goodwill		16,869

Aggregate purchase price	$	29,558

Under the terms of the acquisition agreements, a portion of the purchase price is contingent on future performance of the businesses acquired. The potential undiscounted amount of all future payments that CBIZ could be required to make under the contingent arrangements is between $0 and $15.1 million. CBIZ is required to record the fair value of these obligations at the acquisition date. CBIZ determined, utilizing a probability weighted income approach, that the fair value of the contingent consideration arrangements was $13.4 million, of which $4.1 million was recorded in “Other current liabilities” and $9.3 million was recorded in “Other non-current liabilities” in the consolidated balance sheets at December 31, 2011.

The goodwill of $16.9 million arising from the acquisitions in the current year consists largely of expected future earnings and cash flow from the existing management team, as well as the synergies created by the integration of the new businesses within the CBIZ organization, including cross-selling opportunities expected with the Company’s Financial Services group and the Employee Services group, to help strengthen the Company’s existing service offerings and expand the Company’s market position. Goodwill totaling $11.8 million is deductible for income tax purposes.

CBIZ also purchased one client list in 2011 which is reported in the Employee Services practice group. Consideration for this acquisition consisted of $0.8 million cash paid at closing and up to an additional $0.6 million in cash which is contingent upon future financial performance of the client list.

During the year ended December 31, 2011, CBIZ reduced the fair value of the contingent purchase price liability related to CBIZ’s prior acquisitions by $3.5 million due to lower than originally projected future results of the acquired businesses. This reduction of $3.5 million is included in “Other income, net” in the consolidated statements of operations. See Note 8 for further discussion of contingent purchase price liabilities.

In addition, CBIZ paid $16.7 million in cash, issued approximately 38,900 shares of common stock, and 251,100 shares of common stock became issuable during the year ended December 31, 2011 as contingent proceeds and payments against notes payable for previous acquisitions.

During the year ended December 31, 2010, CBIZ acquired substantially all of the assets of four companies: Goldstein Lewin & Company, National Benefit Alliance, South Winds, Inc. (dba “Benexx”) and Kirkland, Russ, Murphy & Tapp. Goldstein Lewin & Company, an accounting and financial services company located in Boca Raton, Florida, purchased on January 1, 2010, provides accounting services and financial advisory services, tax planning and compliance, wealth preservation and estate planning, business valuation and litigation support. National Benefit Alliance, an employee benefits company located in Midvale, Utah, purchased on January 1, 2010, designs, implements and administers employee benefit plans for government contractors as well as commercial clients. Benexx, a retirement plan consulting firm located in Baltimore, Maryland, purchased on August 1, 2010, provides 401K and other qualified retirement plan services for small and mid-sized companies. Kirkland, Russ, Murphy & Tapp, an accounting and financial services company located in Tampa, Florida, purchased on November 1, 2010, provides assurance, tax, business valuation, financial advisory and consulting services. The operating results of Goldstein Lewin & Company and Kirkland, Russ, Murphy & Tapp are reported in the Financial Services practice group and the operating results of National Benefit Alliance and Benexx are reported in the Employee Services practice group.

Aggregate consideration for these acquisitions is expected to be approximately $49.6 million, which consists of $29.4 million in cash and $3.5 million in CBIZ common stock that was paid at closing, $0.4 million in guaranteed future consideration, and $16.3 million net present value in contingent consideration to be settled primarily in cash and a portion in common stock, subject to the acquired operations achieving certain performance targets.

The aggregate purchase price for these acquisitions was allocated as follows (in thousands):


Recognized amounts of identifiable assets acquired and liabilities assumed:
Accounts receivable, net	$	597
Work in process, net		697
Prepaid expenses and other current assets		1,430
Fixed assets		1,659
Identifiable intangible assets		11,550
Accrued liabilities		(303	)

Total identifiable net assets	$	15,630
Goodwill		33,986

Aggregate purchase price	$	49,616

Under the terms of the acquisition agreements, a portion of the purchase price is contingent on future performance of the businesses acquired. The potential undiscounted amount of all future payments that CBIZ could be required to make under the contingent arrangements is between $0 and $17.0 million. At the acquisition date, CBIZ is required to record the fair value of these obligations, which was $16.3 million, utilizing a probability weighted income approach. During 2010, payments totaling $3.3 million consisting of cash and stock were paid as contingent consideration that related to the 2010 acquisitions. At December 31, 2010, the remaining fair value of the contingent consideration arrangements related to the 2010 acquisitions was $13.1 million, of which $2.6 million was recorded in “Other current liabilities” and $10.5 million was recorded in “Other non-current liabilities” in the consolidated balance sheets.

The goodwill of $34.0 million arising from the acquisitions in 2010 consists largely of expected future earnings and cash flows from the existing management team, as well as the synergies created by the integration of the new businesses within the CBIZ organization, including cross-selling opportunities expected with the Company’s Financial Services group and the Employee Services group, to help strengthen the Company’s existing service offerings and expand the Company’s market position. The goodwill recognized is deductible for income tax purposes.

During 2010, CBIZ adjusted the fair value of the contingent purchase price liability related to CBIZ’s prior acquisitions from $5.6 million to $4.2 million due to lower than originally projected future results of the acquired businesses. This reduction of $1.4 million is included in “Other income, net” in the consolidated statements of operations. In addition, CBIZ paid $20.0 million in cash, issued approximately 13,100 shares of common stock, and 265,000 shares of common stock became issuable during the year ended December 31, 2010 as contingent proceeds and payments against notes payable for previous acquisitions.

During the year ended December 31, 2009, CBIZ acquired substantially all of the assets of two businesses. EAO Consultants, LLC, a New Jersey based employee benefits firm, was acquired on July 1, 2009, and MeyersDining, LLC, a Boulder, Colorado based insurance agency, was acquired on September 30, 2009. The acquisitions will enable CBIZ to broaden the range of services it offers in the New York and New Jersey markets and in the Boulder and Denver, Colorado markets. The operating results of the acquisitions are included in the consolidated financial statements from the date of acquisition and are reported in the Employee Services practice group.

Aggregate consideration for these acquisitions is expected to be approximately $14.3 million, which consists of $7.8 million in cash, $0.9 in CBIZ common stock and $5.6 million in contingent consideration, subject to the acquired operations achieving certain performance targets.

The aggregate purchase price for these acquisitions was allocated as follows (in thousands):


Recognized amounts of identifiable assets acquired and liabilities assumed:
Fixed assets	$	27
Identifiable intangible assets		4,768
Financial liabilities		(5	)

Total identifiable net assets	$	4,790
Goodwill		9,489

Aggregate purchase price	$	14,279

The goodwill of $9.5 million arising from the acquisitions consists largely of expected future earnings and cash flow from the acquired management team, as well as the synergies created by the integration of the new businesses within the CBIZ organization, including cross selling opportunities expected with the Financial Services group and the Employee Services group to help strengthen the Company’s existing service offerings and expand its market position. The goodwill recognized is deductible for income tax purposes.

In addition, CBIZ purchased two client lists in 2009, one of which is reported in the Financial Services practice group and the other is reported in the Employee Services practice group. Aggregate consideration for these acquisitions consisted of $0.1 million cash paid at closing and up to an additional $0.4 million in cash which is contingent upon future financial performance of the client lists. In addition, CBIZ paid $12.8 million in cash and issued approximately 131,600 shares of common stock during the twelve months ended December 31, 2009 as contingent proceeds and payments against notes payable for previous acquisitions.

The operating results of all acquired businesses are included in the accompanying consolidated financial statements since the dates of acquisition. Client lists and non-compete agreements are recorded at fair value at the time of acquisition. The excess of purchase price over the fair value of net assets acquired, (including client lists and non-compete agreements) is allocated to goodwill.

Additions to goodwill, client lists and other intangible assets resulting from acquisitions and contingent consideration earned during the years ended December 31, 2011 and 2010 were as follows (in thousands):


	2011		2010
Goodwill	$	35,647	$	52,966

Client lists	$	12,129	$	10,970

Other intangible assets	$	512	$	580

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 88-16
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141
-Paragraph 51, 52
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Appendix F
-Paragraph F4
-Subparagraph e

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 67-73
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6911361&loc=d3e6927-128479

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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+ Details

Discontinued Operations and Divestitures

12 Months Ended

Dec. 31, 2011

Discontinued Operations and Divestitures [Abstract]

Discontinued Operations and Divestitures

20.

Discontinued Operations and Divestitures

CBIZ will divest (through sale or closure) business operations that do not contribute to the Company’s long-term objectives for growth, or that are not complementary to its target service offerings and markets. Divestitures are classified as discontinued operations provided they meet the criteria as provided in FASB ASC 205 “Presentation of Financial Statements — Discontinued Operations — Other Presentation Matters”.

Discontinued Operations

Gains or losses from the sale of discontinued operations are recorded as “Gain (loss) on disposal of discontinued operations, net of tax”, in the accompanying consolidated statements of operations. Additionally, proceeds that are contingent upon a divested operation’s actual future performance are recorded as gain on sale of discontinued operations in the period they are earned. During the twelve months ended December 31, 2011, CBIZ sold a business from the Financial Services practice group and will receive contingent proceeds from this sale transaction based on revenue over the next three-year period. As part of the sale of this business, CBIZ reduced its goodwill balance by approximately $0.3 million.

During the twelve months ended December 31, 2010, CBIZ sold two businesses and closed one business from the National Practices group. Proceeds from the sales of the two businesses consisted of $0.2 million in cash and resulted in a pre-tax loss of approximately $0.7 million, and the office closure resulted in a pre-tax loss of approximately $1.1 million.

During the twelve months ended December 31, 2009, CBIZ did not sell any operations. Gains recorded for the twelve months ended December 31, 2009 related to contingent proceeds of $0.2 million for a Financial Services operation that was sold during 2007 and an adjustment to reserves established for an operation that was closed in 2008.

Revenue and results from operations of discontinued operations for the years ended December 31, 2011, 2010 and 2009 are separately reported as “Loss from operations of discontinued operations, net of tax” in the consolidated statements of operations and were as follows (in thousands):


	2011			2010			2009
Revenue	$	943		$	5,586		$	16,711

Loss from operations of discontinued operations before income tax benefit	$	(957	)	$	(4,408	)	$	(1,555	)
Income tax benefit		366			1,740			689

Loss from operations of discontinued operations, net of tax	$	(591	)	$	(2,668	)	$	(866	)

Gains (losses) on disposals of discontinued operations for the years ended December 31 2011, 2010 and 2009 were as follows (in thousands):


	2011			2010			2009
Gain (loss) on disposal of discontinued operations, before income tax (expense) benefit	$	207		$	(1,785	)	$	350
Income tax (expense) benefit		(193	)		812			(140	)

Gain (loss) on disposal of discontinued operations, net of tax	$	14		$	(973	)	$	210

At December 31, 2011 and 2010, the assets and liabilities of businesses classified as discontinued operations are reported separately in the accompanying consolidated financial statements and consisted of the following (in thousands):


	2011		2010
Assets:
Accounts receivable, net	$	38	$	381
Property and equipment, net		—		1
Other current assets		521		258

Assets of discontinued operations	$	559	$	640

Liabilities:
Accounts payable	$	—	$	90
Accrued personnel costs		8		228
Other current liabilities		191		244

Liabilities of discontinued operations	$	199	$	562

Divestitures

Gains or losses from divested operations and assets that do not qualify for treatment as discontinued operations are recorded as “Gain on sale of operations, net” in the consolidated statements of operations and totaled gains of $2.9 million, $0.5 million and $1.0 million the years ended December 31, 2011, 2010 and 2009, respectively. These gains relate to sales made in the respective period, contingent consideration earned on sales made in previous periods, and deferred gains that are recognized as cash payments are received. CBIZ received cash proceeds for divestiture activity totaling $0.9 million, $7.9 million and $0.7 million for the years ended December 31, 2011, 2010 and 2009, respectively. As a result of the sale of CBIZ’s individual wealth management business on January 1, 2011, goodwill was reduced by $2.2 million.

- Definition

The entire disclosure for the facts and circumstances leading to the completed or expected disposal, manner and timing of disposal, the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the segment in which the disposal group was reported, and the classification (whether sold or classified as held for sale) and carrying value of the assets and liabilities comprising the disposal group. Includes all disposal groups, including those classified as components of the entity (discontinued operations).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 144
-Paragraph 43-48
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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+ Details

Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2011

Quarterly Financial Data [Abstract]

Quarterly Financial Data (Unaudited)

21.

Quarterly Financial Data (Unaudited)

The following is a summary of the unaudited quarterly results of operations for the years ended December 31, 2011 and 2010 (in thousands, except per share amounts).


	2011
	March 31,			June 30,			September 30,			December 31,
Revenue	$	210,069		$	183,464		$	177,349		$	162,923
Operating expenses		169,626			160,289			154,249			159,703

Gross margin		40,443			23,175			23,100			3,220
Corporate general and administrative		9,661			6,850			8,175			7,299

Operating income (loss)		30,782			16,325			14,925			(4,079	)
Other income (expense):
Interest expense		(4,915	)		(4,407	)		(4,049	)		(3,984	)
Gain on sale of operations, net		2,743			2			87			88
Other income (expense), net		3,081			27			(4,510	)		4,851

Total other income (expense), net		909			(4,378	)		(8,472	)		955

Income (loss) from continuing operations before income tax expense (benefit)		31,691			11,947			6,453			(3,124	)
Income tax expense (benefit)		13,587			5,095			1,614			(1,913	)

Income (loss) from continuing operations		18,104			6,852			4,839			(1,211	)
(Loss) income from operations of discontinued operations, net of tax		(239	)		(331	)		(46	)		25
Gain (loss) on disposal of discontinued operations, net of tax		40			30			(76	)		20

Net income (loss)	$	17,905		$	6,551		$	4,717		$	(1,166	)

Earnings (loss) per share(1):
Basic:
Continuing operations	$	0.37		$	0.14		$	0.10		$	(0.02	)
Discontinued operations		(0.01	)		(0.01	)		—			—

Net income (loss)	$	0.36		$	0.13		$	0.10		$	(0.02	)

Diluted:
Continuing operations	$	0.36		$	0.14		$	0.10		$	(0.02	)
Discontinued operations		—			(0.01	)		—			—

Net income (loss)	$	0.36		$	0.13		$	0.10		$	(0.02	)

Basic weighted average common shares		49,322			49,615			49,525			48,854

Diluted weighted average common shares		49,755			49,958			49,920			48,854

During the fourth quarter of 2011, CBIZ reduced the fair value of the contingent purchase price liability related to CBIZ’s prior acquisitions by $2.3 million due to lower than originally projected future results of the acquired businesses. This reduction of $2.3 million is included in “Other income (expense), net” in the consolidated statements of operations.


	2010
	March 31,			June 30,			September 30,			December 31,
Revenue	$	209,543		$	180,113		$	175,961		$	164,784
Operating expenses		171,636			158,321			157,328			157,050

Gross margin		37,907			21,792			18,633			7,734
Corporate general and administrative		8,984			6,638			6,877			7,085

Operating income		28,923			15,154			11,756			649
Other income (expense):
Interest expense		(3,168	)		(3,411	)		(3,735	)		(4,994	)
Gain on sale of operations, net		374			2			89			1
Other income (expense), net		2,173			(2,047	)		1,015			2,391

Total other expense, net		(621	)		(5,456	)		(2,631	)		(2,602	)

Income (loss) from continuing operations before income tax expense (benefit)		28,302			9,698			9,125			(1,953	)
Income tax expense (benefit)		11,471			2,711			3,591			(756	)

Income (loss) from continuing operations		16,831			6,987			5,534			(1,197	)
Loss from operations of discontinued operations, net of tax		(411	)		(969	)		(739	)		(549	)
(Loss) gain on disposal of discontinued operations, net of tax		(436	)		(596	)		37			22

Net income (loss)	$	15,984		$	5,422		$	4,832		$	(1,724	)

Earnings (loss) per share(1):
Basic:
Continuing operations	$	0.27		$	0.11		$	0.09		$	(0.02	)
Discontinued operations		(0.01	)		(0.02	)		(0.01	)		(0.01	)

Net income	$	0.26		$	0.09		$	0.08		$	(0.04	)

Diluted:
Continuing operations	$	0.27		$	0.11		$	0.09		$	(0.02	)
Discontinued operations		(0.01	)		(0.02	)		(0.01	)		(0.01	)

Net income	$	0.26		$	0.09		$	0.08		$	(0.04	)

Basic weighted average common shares		61,509			61,448			59,108			48,825

Diluted weighted average common shares		62,065			61,837			59,579			48,825

(1)	The sum of the quarterly net income per share amounts do not equal the reported annual amount as each is computed independently based upon the weighted-average number of shares outstanding for the period.

During the fourth quarter of 2010, CBIZ committed to the divestiture of one operation in the Financial Services practices group. This divestiture qualified as a discontinued operation, and as such required restatement of prior period results of operations to move the discontinued operations from “Income (loss) from continuing operations” to “Loss from operations of discontinued operations, net of tax.”

- Definition

The entire disclosure for the quarterly financial data in the annual financial statements. The disclosure may include a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income or loss before extraordinary items and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished.

+ References + Details

Segment Disclosures

12 Months Ended

Dec. 31, 2011

Segment Disclosures [Abstract]

Segment Disclosures

22.

Segment Disclosures

CBIZ’s business units have been aggregated into four practice groups: Financial Services; Employee Services; MMP; and National Practices. The business units have been aggregated based on the following factors: similarity of the products and services provided to clients; similarity of the regulatory environment; and similarity of economic conditions affecting long-term performance. The business units are managed along these segment lines.

A general description of services provided by practice group is provided in the table below.

Corporate and Other. Included in Corporate and Other are operating expenses that are not directly allocated to the individual business units. These expenses are primarily comprised of certain health care costs, gains or losses attributable to assets held in the Company’s deferred compensation plan, stock-based compensation, consolidation and integration charges, certain advertising costs and other various expenses.

Accounting policies of the practice groups are the same as those described in Note 1. Upon consolidation, intercompany accounts and transactions are eliminated, thus inter-segment revenue is not included in the measure of profit or loss for the practice groups. Performance of the practice groups is evaluated on operating income excluding the costs of certain infrastructure functions (such as information systems, finance and accounting, human resources, legal and marketing), which are reported in the “Corporate and Other” segment.

CBIZ operates in the United States and Canada and revenue generated from such operations during the years ended December 31, 2011, 2010 and 2009 was as follows (in thousands):


	Year Ended December 31,
	2011		2010		2009
United States	$	732,140	$	728,850	$	735,349
Canada		1,665		1,551		1,438

Total Revenue	$	733,805	$	730,401	$	736,787

There is no one customer that represents a significant portion of CBIZ’s revenue.

Segment information for the years ended December 31, 2011, 2010 and 2009 was as follows (in thousands):


	Year Ended December 31, 2011
	Financial Services			Employee Services			MMP		National Practices			Corporate and Other			Total
Revenue	$	391,232		$	171,205		$	141,046	$	30,322		$	—		$	733,805
Operating expenses		337,304			144,126			124,790		26,222			11,425			643,867

Gross margin		53,928			27,079			16,256		4,100			(11,425	)		89,938
Corporate general & admin		—			—			—		—			31,985			31,985

Operating income (loss)		53,928			27,079			16,256		4,100			(43,410	)		57,953
Other income (expense):
Interest expense		(2	)		(28	)		—		—			(17,325	)		(17,355	)
Gain on sale of operations, net		—			—			—		—			2,920			2,920
Other income, net		26			780			248		10			2,385			3,449

Total other income (expense)		24			752			248		10			(12,020	)		(10,986	)

Income (loss) from continuing operations before income tax expense	$	53,952		$	27,831		$	16,504	$	4,110		$	(55,430	)	$	46,967


	Year Ended December 31, 2010
	Financial Services			Employee Services			MMP		National Practices			Corporate and Other			Total
Revenue	$	380,130		$	174,097		$	148,425	$	27,749		$	—		$	730,401
Operating expenses		326,412			144,552			131,897		25,794			15,680			644,335

Gross margin		53,718			29,545			16,528		1,955			(15,680	)		86,066
Corporate general & admin		—			—			—		—			29,584			29,584

Operating income (loss)		53,718			29,545			16,528		1,955			(45,264	)		56,482
Other income (expense):
Interest expense		(6	)		(25	)		—		—			(15,277	)		(15,308	)
Gain on sale of operations, net		—			—			—		—			466			466
Other income (expense), net		201			323			300		(1	)		2,709			3,532

Total other income (expense)		195			298			300		(1	)		(12,102	)		(11,310	)

Income (loss) from continuing operations before income tax expense	$	53,913		$	29,843		$	16,828	$	1,954		$	(57,366	)	$	45,172


	Year Ended December 31, 2009
	Financial Services			Employee Services			MMP		National Practices			Corporate and Other			Total
Revenue	$	377,341		$	170,846		$	160,632	$	27,968		$	—		$	736,787
Operating expenses		326,515			141,710			139,763		25,002			15,419			648,409

Gross margin		50,826			29,136			20,869		2,966			(15,419	)		88,378
Corporate general & admin		—			—			—		—			30,722			30,722

Operating income (loss)		50,826			29,136			20,869		2,966			(46,141	)		57,656
Other income (expense):
Interest expense		(26	)		(27	)		—		(1	)		(13,338	)		(13,392	)
Gain on sale of operations, net		—			—			—		—			989			989
Other income, net		309			1,076			299		3			4,935			6,622

Total other income (expense)		283			1,049			299		2			(7,414	)		(5,781	)

Income (loss) from continuing operations before income tax expense	$	51,109		$	30,185		$	21,168	$	2,968		$	(53,555	)	$	51,875

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 131
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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+ Details

Subsequent Events

12 Months Ended

Dec. 31, 2011

Subsequent Events [Abstract]

Subsequent Events

23.

Subsequent Events

CBIZ acquired Meridian Insurance Group, LLC (“Meridian”) of Boca Raton, FL, effective January 1, 2012. Meridian is an insurance brokerage specializing in multiple insurance products including property and casualty, bonding, personal lines and employee benefits. The acquisition of Meridian is expected to contribute approximately $4.4 million in revenue to CBIZ during 2012.

During the first quarter of 2012, CBIZ expects to record an additional gain of approximately $2.5 million relating to the sale of the individual wealth management business that was sold on January 1, 2011. This additional gain is a result of provisions in the original sales agreement that provided for contingent purchase price to be earned based on the value of the client list retained by the purchaser as of January 1, 2012.

Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2011

Valuation and Qualifying Accounts [Abstract]

VALUATION AND QUALIFYING ACCOUNTS

CBIZ, INC. AND SUBSIDIARIES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS AND

RESERVES FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009

(In thousands)


COLUMN A	COLUMN B		COLUMN C						COLUMN D			COLUMN E
			Additions
	Balance at Beginning of Period		Charged to Cost and Expense		Charged to Other Accounts		Acquisitions and Divestitures		Charge-offs, Net of Recoveries			Balance at End of Period
Year ended December 31, 2011
Allowance deducted from assets to which they apply:
Allowance for doubtful accounts	$	10,620	$	6,494	$	—	$	—	$	(7,894	)	$	9,220

Year ended December 31, 2010
Allowance deducted from assets to which they apply:
Allowance for doubtful accounts	$	8,455	$	4,717	$	—	$	—	$	(2,552	)	$	10,620

Year ended December 31, 2009
Allowance deducted from assets to which they apply:
Allowance for doubtful accounts	$	7,683	$	7,959	$	—	$	—	$	(7,187	)	$	8,455