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Financial Services

Employee Services

National Practices

•  Accounting

•  Tax

•  Financial Advisory

•  Valuation

•  Litigation Support

•  Government Health Care Consulting

•  Risk Advisory Services

•  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

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Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2012	Feb. 28, 2013	Jun. 30, 2012
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, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
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			$ 296.8
Entity Common Stock, Shares Outstanding		50,545,684

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 899	$ 1,613
Restricted cash	19,627	19,838
Accounts receivable, net	154,973	137,073
Income taxes refundable		3,898
Deferred income taxes - current, net	7,872	8,056
Other current assets	12,112	11,438
Assets of discontinued operations	267	559
Current assets before funds held for clients	195,750	182,475
Funds held for clients	154,447	109,854
Total current assets	350,197	292,329
Property and equipment, net	20,391	21,802
Goodwill and other intangible assets, net	551,219	458,340
Assets of deferred compensation plan	39,779	33,585
Other assets	8,570	6,301
Total assets	970,156	812,357
Current liabilities:
Accounts payable	39,478	34,960
Income taxes payable	1,372
Accrued personnel costs	39,112	33,658
Notes payable - current	6,217	13,986
Contingent purchase price liability - current	12,844	13,646
Other current liabilities	16,552	19,933
Liabilities of discontinued operations	173	199
Current liabilities before client fund obligations	115,748	116,382
Client fund obligations	154,119	109,800
Total current liabilities	269,867	226,182
Convertible notes, net	122,416	119,778
Bank debt	208,900	145,000
Income taxes payable - non-current	4,009	4,441
Deferred income taxes - non-current, net	2,349	1,893
Deferred compensation plan obligations	39,779	33,585
Contingent purchase price liability - non-current	17,168	11,679
Other non-current liabilities	10,436	9,641
Total liabilities	674,924	552,199
STOCKHOLDERS' EQUITY
Common stock, par value $0.01 per share; shares authorized 250,000; shares issued 112,374 and 111,060; shares outstanding 50,365 and 50,036	1,124	1,111
Additional paid-in capital	560,810	551,205
Retained earnings	105,131	73,985
Treasury stock, 62,009 and 61,024 shares	(371,080)	(365,364)
Accumulated other comprehensive loss	(753)	(779)
Total stockholders' equity	295,232	260,158
Total liabilities and stockholders' equity	$ 970,156	$ 812,357

Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands	Dec. 31, 2012	Dec. 31, 2011
Consolidated Balance Sheets [Abstract]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	250,000	250,000
Common stock, shares issued	112,374	111,060
Common stock, shares outstanding	50,365	50,036
Treasury stock, shares	62,009	61,024

Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Consolidated Statements of Comprehensive Income [Abstract]
Revenue	$ 766,094	$ 733,805	$ 730,401
Operating expenses	680,195	644,269	644,335
Gross margin	85,899	89,536	86,066
Corporate general and administrative expenses	30,422	31,583	29,584
Operating income	55,477	57,953	56,482
Other income (expense):
Interest expense	(16,262)	(17,355)	(15,308)
Gain on sale of operations, net	2,766	2,920	466
Other income, net	8,422	3,449	3,532
Total other expense, net	(5,074)	(10,986)	(11,310)
Income from continuing operations before income tax expense	50,403	46,967	45,172
Income tax expense	19,328	18,383	17,017
Income from continuing operations	31,075	28,584	28,155
Loss from operations of discontinued operations, net of tax	(19)	(591)	(2,668)
Gain (loss) on disposal of discontinued operations, net of tax	90	14	(973)
Net income	$ 31,146	$ 28,007	$ 24,514
Basic:
Continuing operations	$ 0.63	$ 0.58	$ 0.49
Discontinued operations		(0.01)	(0.07)
Net income	0.63	0.57	0.42
Diluted:
Continuing operations	0.63	0.58	0.48
Discontinued operations		(0.02)	(0.06)
Net income	$ 0.63	$ 0.56	$ 0.42
Basic weighted average common shares outstanding	49,002	49,328	57,692
Diluted weighted average common shares outstanding	49,252	49,599	58,193
Comprehensive Income:
Net income	$ 31,146	$ 28,007	$ 24,514
Other comprehensive income:
Net unrealized gain (loss) on available-for-sale securities, net of income taxes	181	638	(57)
Net unrealized (loss) gain on interest rate swaps, net of income taxes	(93)	(412)	110
Foreign currency translation	(62)	(65)	(71)
Total other comprehensive income (loss)	26	161	(18)
Total comprehensive income	$ 31,172	$ 28,168	$ 24,496

Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Loss
Stockholders' Equity, Beginning Balance at Dec. 31, 2009	$ 270,618	$ 1,081	$ 518,637	$ 21,464	$ (269,642)	$ (922)
Shares, Issued, Beginning Balance at Dec. 31, 2009		108,075			46,139
Net income	24,514			24,514
Other comprehensive income (loss)	(18)					(18)
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
Stockholders' Equity, Ending Balance at Dec. 31, 2010	229,672	$ 1,096	539,389	45,978	$ (355,851)	(940)
Shares, Issued, Ending Balance at Dec. 31, 2010		109,626			59,578
Net income	28,007			28,007
Other comprehensive income (loss)	161					161
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
Stockholders' Equity, Ending Balance at Dec. 31, 2011	260,158	$ 1,111	551,205	73,985	$ (365,364)	(779)
Shares, Issued, Ending Balance at Dec. 31, 2011		111,060			61,024
Net income	31,146			31,146
Other comprehensive income (loss)	26					26
Share repurchases, Shares					985
Share repurchases	$ (5,716)				$ (5,716)
Restricted stock, Shares		489
Restricted stock		$ 5	(5)
Stock options exercised, Shares	0
Share-based compensation	$ 5,888		5,888
Tax benefit from employee share plans	(1,057)		(1,057)
Business acquisitions, Shares		825
Business acquisitions	4,787	$ 8	4,779
Stockholders' Equity, Ending Balance at Dec. 31, 2012	$ 295,232	$ 1,124	$ 560,810	$ 105,131	$ (371,080)	$ (753)
Shares, Issued, Ending Balance at Dec. 31, 2012		112,374			62,009

Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2010 USD ($)
Additional Paid-in Capital
Tax on issuance of convertible notes	$ 5,024

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cash flows from operating activities:
Net income	$ 31,146	$ 28,007	$ 24,514
Adjustments to reconcile net income to net cash provided by operating activities:
(Gain) loss from discontinued operations activities, net of tax	(71)	577	3,640
Gain on sale of operations, net	(2,766)	(2,920)	(466)
Loss on redemption of convertible bonds			1,996
Asset impairments			263
Depreciation and amortization expense	21,395	20,345	20,332
Amortization of discount on notes and deferred financing costs	4,227	4,820	5,462
Amortization of discount on contingent earnout liability	181	186	177
Provision for credit losses and bad debt, net of recoveries	5,129	6,559	4,453
Adjustment to contingent earnout liability	(1,135)	(3,479)	(1,516)
Deferred income taxes	(1,721)	(2,899)	(2,079)
Employee stock awards	5,888	5,954	5,306
Excess tax benefits from share based payment arrangements		(171)	(196)
Changes in assets and liabilities, net of acquisitions and divestitures:
Restricted cash	518	333	(416)
Accounts receivable, net	(14,235)	(1,570)	(12,763)
Other assets	(5,595)	448	1,301
Accounts payable	4,135	4,212	5,312
Income taxes payable	4,786	(1,176)	(1,054)
Accrued personnel costs	5,258	560	(1,259)
Other liabilities	(3,339)	(1,019)	2,819
Net cash provided by continuing operations	53,801	58,767	55,826
Operating cash flows provided by (used in) discontinued operations	247	(593)	(2,641)
Net cash provided by operating activities	54,048	58,174	53,185
Cash flows from investing activities:
Business acquisitions and contingent consideration, net of cash acquired	(93,310)	(27,515)	(49,402)
Purchases of client fund investments	(5,742)	(19,643)	(15,840)
Proceeds from the sales and maturities of client fund investments	6,926	11,507	10,700
Proceeds on sales of divested and discontinued operations	1,540	1,036	8,060
(Increase) decrease in funds held for clients	(6,256)	(16,734)	19,052
Additions to property and equipment, net	(4,067)	(4,259)	(2,682)
Payments on notes receivable, net	(3,384)	58	18
Other	(22)	(22)	(19)
Net cash used in investing activities	(104,315)	(55,572)	(30,113)
Cash flows from financing activities:
Proceeds from bank debt	549,450	484,150	554,955
Payment of bank debt	(485,550)	(458,050)	(546,055)
Proceeds from issuance of convertible notes			130,000
Repurchase of convertible notes		(39,250)	(60,000)
Payment for acquisition of treasury stock	(5,716)	(9,513)	(86,209)
Increase (decrease) in client funds obligations	5,126	22,438	(13,912)
Payment of contingent consideration of acquisitions	(13,183)	(1,824)	(2,971)
Proceeds from exercise of stock options		768	1,220
Payment of notes payable and capitalized leases, net			(154)
Deferred financing costs	(574)	(603)	(6,596)
Excess tax benefit from exercise of stock awards		171	196
Net cash provided by (used in) financing activities	49,553	(1,713)	(29,526)
Net (decrease) increase in cash and cash equivalents	(714)	889	(6,454)
Cash and cash equivalents at beginning of year	1,613	724	7,178
Cash and cash equivalents at end of year	$ 899	$ 1,613	$ 724

Organization and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2012

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 ASAs 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 comprehensive income and were approximately $116.1 million, $109.1 million and $110.1 million for the years ended December 31, 2012, 2011 and 2010, 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, liabilities, revenues 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 2011 and 2010 consolidated financial statements and disclosures have been reclassified to conform to the current year presentation.

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 deposits 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’s payroll operations 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. Funds Held for Clients include cash, overnight investments and corporate and municipal bonds (see Note 5 for further discussion of investments). 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 based on the timing of clients’ payroll periods.

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 (“GAAP”), 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 consist of property and equipment and intangible assets, which include client lists and non-compete agreements. The intangible assets are amortized over their expected periods of benefit, which generally ranges from two to fifteen years. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value 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, a time and expense model, 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 $507.7 million, $476.0 million and $481.7 million for the years ended December 31, 2012, 2011 and 2010, 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 $45.0 million, $44.4 million and $45.5 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Operating Leases

CBIZ leases most 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 share-based payment awards made to employees and non-employee directors is based on the fair value of the award. Accordingly, CBIZ recognizes share-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. Share-based compensation expense is recorded in the consolidated statements of comprehensive income as operating expenses or corporate general and administrative expenses, depending on where the respective individual’s compensation is recorded.

New Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issue Accounting Standards Update (“ASU”) No. 2013-02 (“ASU 2013-02”) “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”. ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income, but it does require disclosure of amounts reclassified out of accumulated other comprehensive income by component, as well as require the presentation of these amounts on the face of the statements of comprehensive income or in the notes to the consolidated financial statements. ASU 2013-02 will be effective for the reporting periods beginning after December 15, 2012. CBIZ is currently evaluating the impact of adopting ASU 2013-02, 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 FASB
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-URI http://asc.fasb.org/subtopic&trid=2134480

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/subtopic&trid=2122524

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-Name Statement of Position (SOP)
-Number 94-6
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Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
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Reference 15: http://www.xbrl.org/2003/role/presentationRef
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Reference 16: 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.

+ Details

Accounts Receivable, Net

12 Months Ended

Dec. 31, 2012

Accounts Receivable, Net [Abstract]

Accounts Receivable, Net

2.	Accounts Receivable, Net

Accounts receivable, net balances at December 31, 2012 and 2011 were as follows (in thousands):


	2012			2011
Trade accounts receivable	$	125,787		$	113,143
Unbilled revenue, at net realizable value		41,005			33,150

Total accounts receivable		166,792			146,293
Allowance for doubtful accounts		(11,819	)		(9,220	)

Accounts receivable, net	$	154,973		$	137,073

- Definition

The entire disclosure for claims held for amounts due a entity, excluding financing receivables. Examples include, but are not limited to, trade accounts receivables, notes receivables, loans receivables. Includes disclosure for allowance for credit losses.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Subparagraph (SX 210.5-02.3,4)
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
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-Article 5

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-Paragraph k
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+ Details

Property and Equipment, Net

12 Months Ended

Dec. 31, 2012

Property and Equipment, Net [Abstract]

Property and Equipment, Net

3.	Property and Equipment, Net

Property and equipment, net at December 31, 2012 and 2011 consisted of the following (in thousands):


	2012			2011
Buildings and leasehold improvements	$	18,683		$	19,155
Furniture and fixtures		24,512			23,858
Capitalized software		44,597			44,035

Equipment		18,341			18,899

Total property and equipment		106,133			105,947
Accumulated depreciation and amortization		(85,742	)		(84,145	)

Property and equipment, net	$	20,391		$	21,802

Depreciation and amortization expense related to property and equipment for the years ended December 31, 2012, 2011 and 2010 was as follows (in thousands):


	2012		2011		2010
Operating expenses	$	5,830	$	6,239	$	6,924
Corporate general and administrative expenses		307		339		376

Total depreciation and amortization expense	$	6,137	$	6,578	$	7,300

Included in total depreciation and amortization expense is amortization of capitalized software of $1.5 million, $2.0 million and $2.2 million for the years ended December 31, 2012, 2011 and 2010, 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, 2012

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, 2012 and 2011 were as follows (in thousands):


	2012			2011
Goodwill	$	440,709		$	377,281
Intangibles:
Client lists		168,699			128,537
Other intangibles		9,644			9,826

Total intangibles		178,343			138,363

Total goodwill and other intangibles assets		619,052			515,644
Accumulated amortization:
Client lists		(62,115	)		(50,969	)
Other intangibles		(5,718	)		(6,335	)

Total accumulated amortization		(67,833	)		(57,304	)

Goodwill and other intangible assets, net	$	551,219		$	458,340

Goodwill

Changes in the carrying amount of goodwill by operating segment for the years ended December 31, 2012 and 2011 were as follows (in thousands):


	Financial Services			Employee Services			Medical Management Professionals		National Practices		Total Goodwill
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
Additions		26,620			32,493			4,315		—		63,428
Divestitures		—			—			—		—		—

December 31, 2012	$	259,783		$	115,098		$	64,162	$	1,666	$	440,709

Businesses acquired during 2012 resulted in additions to goodwill of approximately $62.9 million, of which $26.1 million was recorded in the Financial Services practice group, $32.5 million was recorded in the Employee Services practice group and $4.3 million was recorded in the Medical Management Professionals practice group. Businesses acquired during 2011 resulted in additions to goodwill of approximately $16.9 million, of which $11.2 million was recorded in the Financial Services practice group and $5.7 million was recorded in the Employee Services practice group. The remaining increases in goodwill during 2012 and 2011 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. No businesses were divested in 2012.

Goodwill Impairment

During the fourth quarter of 2012, CBIZ performed its goodwill impairment testing utilizing 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.

Client Lists and Other Intangibles

At December 31, 2012, the weighted average amortization period remaining for total intangible assets was 8.4 years. Client lists are amortized over their expected periods of benefit and had a weighted-average amortization period of 8.6 years remaining at December 31, 2012. 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 4.0 years remaining at December 31, 2012. Amortization expense related to client lists and other intangible assets for the years ended December 31, 2012, 2011 and 2010 was as follows (in thousands):


	2012		2011		2010
Operating expenses	$	15,242	$	13,750	$	13,016
Corporate general and administrative expenses		16		17		16

Total amortization expense	$	15,258	$	13,767	$	13,032

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):


2013	$	17,122

2014	$	16,569

2015	$	15,219

2016	$	13,337

2017	$	12,309

Future amortization expense excludes the impact of events that may occur subsequent to December 31, 2012, 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, 2012

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 $28.2 million and $29.4 million at December 31, 2012 and 2011, 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 2013 through December 2017, 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, 2012 and 2011 (in thousands):


	2012			2011
Fair value at January 1	$	30,923		$	15,255
Purchases		5,742			19,643
Sales		(2,000	)		(3,000	)
Maturities and calls		(4,900	)		(1,916	)
(Decrease) increase in bond premium		(290	)		914
Fair market value adjustment		301			27

Fair value at December 31	$	29,776		$	30,923

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, net” on the consolidated statements of comprehensive income. At December 31, 2012 and 2011, CBIZ had no investments in ARS.

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 years ended December 31, 2012 and 2011, 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, 2012 and 2011, 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, 2012 and 2011, 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, 2012 and 2011 (in thousands).


	December 31, 2012
	Notional Amount		Fair Value(2)		Balance Sheet Location
Interest rate swaps(1)	$	40,000	$	(817)		Other non-current liabilities


	December 31, 2011
	Notional Amount		Fair Value(2)		Balance Sheet Location
Interest rate swaps(1)	$	40,000	$	(670)		Other non-current liabilities

(1)

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.

(2)	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 comprehensive income for the twelve months ended December 31, 2012 and 2011 (in thousands):


	Loss Recognized in AOCL, net of tax						Loss Reclassified from AOCL into Expense
	Twelve Months Ended December 31,						Twelve Months Ended December 31,
	2012			2011			2012		2011		Location
Interest rate swaps	$	(93	)	$	(412	)	$	387	$	266		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

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Reference 16: http://www.xbrl.org/2003/role/presentationRef
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Reference 17: http://www.xbrl.org/2003/role/presentationRef
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-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
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Reference 21: 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 22: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
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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

Fair Value Measurements

12 Months Ended

Dec. 31, 2012

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, 2012 and 2011 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, 2012			December 31, 2011
Deferred compensation plan assets		1	$	39,779		$	33,585
Corporate and municipal bonds		1	$	29,776		$	30,923
Interest rate swaps		2	$	(817	)	$	(670	)
Contingent purchase price liabilities		3	$	(30,012	)	$	(25,325	)

For the years ended December 31, 2012 and 2011, 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, 2012 and 2011 (pre-tax basis, in thousands):


	Auction Rate Securities			Contingent Purchase Price Liabilities
Beginning balance — January 1, 2011	$	10,216		$	(17,265	)
Additions from business acquisitions		—			(13,404	)
Sales of auctions 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	)

Additions from business acquisitions		—			(17,611	)
Payment of contingent purchase price payable		—			11,970
Change in fair value of contingency		—			1,135
Change in net present value of contingency		—			(181	)

Balance — December 31, 2012	$	—		$	(30,012	)

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.

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 (in thousands):


	Accumulated Credit Losses
Balance at January 1, 2011	$	2,132
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	$	—

Contingent Purchase Price Liabilities — Contingent purchase price liabilities result from business acquisitions 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. A contingent liability is established for each acquisition that has a contingent purchase price component and normally extends over a term of three to six years. The significant unobservable input used in the fair value measurement of the contingent purchase price liabilities is the future performance of the acquired business. The future performance of the acquired business directly impacts the contingent purchase price that is paid to the seller, thus performance that exceeds target could result in a higher payout, and a performance under target could result in a lower payout. Changes in the expected amount of potential payouts are recorded as adjustments to the initial contingent purchase price liability, with the same amount being recorded in the consolidated statements of comprehensive income. These liabilities are reviewed quarterly and adjusted if necessary. See Note 19 for further discussion of contingent purchase price liabilities.

The following table presents financial instruments that are not carried at fair value but which require fair value disclosure as of December 31, 2012 and 2011 (in thousands):


	December 31, 2012				December 31, 2011
	Carrying Value		Fair Value		Carrying Value		Fair Value
2006 Notes	$	750	$	750	$	750	$	750
2010 Notes	$	121,666	$	135,181	$	119,028	$	141,690

The fair value was determined based upon their most recent quoted market price and as such, is considered to be a Level 1 fair value measurement. The 2006 Notes and 2010 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 Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7578670&loc=d3e19207-110258

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14172-108612

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13537-108611

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14064-108612

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 16
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13504-108611

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13433-108611

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15B
-Subparagraph a, b
-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
-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 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 17-22, 27, 28
-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 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15A
-Subparagraph a-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 11: 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 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 32, 33, 34
-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
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 3, 10, 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.

+ Details

Income Taxes

12 Months Ended

Dec. 31, 2012

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):


	2012		2011		2010
United States	$	50,216	$	46,790	$	44,993
Foreign (Canada)		187		177		179

Total	$	50,403	$	46,967	$	45,172

Income tax expense (benefit) included in the consolidated statements of comprehensive income for the years ended December 31, 2012, 2011 and 2010 was as follows (in thousands):


	2012			2011			2010
Continuing operations:
Current:
Federal	$	17,613		$	17,645		$	15,789
Foreign		47			34			68
State and local		3,414			3,709			3,232

Total		21,074			21,388			19,089
Deferred:
Federal		(1,116	)		(2,580	)		(2,137	)
State and local		(630	)		(425	)		65

Total		(1,746	)		(3,005	)		(2,072	)

Total income tax expense from continuing operations		19,328			18,383			17,017
Discontinued operations:
Operations of discontinued operations:
Current		(38	)		(472	)		(1,733	)
Deferred		25			106			(7	)

Total		(13	)		(366	)		(1,740	)
Gain (loss) on disposal of discontinued operations:
Current		53			193			(812	)

Total income tax expense (benefit) from discontinued operations		40			(173	)		(2,552	)

Total income tax expense	$	19,368		$	18,210		$	14,465

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):


	2012			2011			2010
Tax at statutory rate (35%)	$	17,641		$	16,438		$	15,810
State taxes (net of federal benefit)		1,637			2,044			1,875
Business meals and entertainment — non-deductible		717			659			627
Reserves for uncertain tax positions		(432	)		(844	)		(1,284	)

Other, net		(235	)		86			(11	)

Provision for income taxes from continuing operations	$	19,328		$	18,383		$	17,017

Effective income tax rate		38.3	%		39.1	%		37.7	%

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 $0.2 million, $0.1 million and $0.1 million for the years ended December 31, 2012, 2011 and 2010, 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, 2012 and 2011, were as follows (in thousands):


	2012			2011
Deferred tax assets:
Net operating loss carryforwards .	$	2,430		$	2,807
Allowance for doubtful accounts		2,799			2,484
Employee benefits and compensation		24,635			20,773
Lease costs		3,703			3,667
State tax credit carryforwards		2,357			2,443
Installment sales		—			1,166
Other deferred tax assets		2,243			2,104

Total gross deferred tax assets		38,167			35,444
Less: valuation allowance		(1,237	)		(2,363	)

Total deferred tax assets, net	$	36,930		$	33,081

Deferred tax liabilities:
Property and equipment depreciation	$	—		$	434
Accrued interest		9,633			10,611
Client list amortization		6,425			6,070
Goodwill and other intangibles		12,512			7,897
Contingent purchase price liabilities		2,476			1,818
Other deferred tax liabilities		361			88

Total gross deferred tax liabilities	$	31,407		$	26,918

Net deferred tax asset	$	5,523		$	6,163

CBIZ has established valuation allowances for certain states’ deferred tax assets, primarily related to portions of the state net operating loss (“NOL”) carryforwards and state income tax credit carryforwards at December 31, 2012 and December 31, 2011. The net decrease in the valuation allowance for the year ended December 31, 2012 of $1.1 million consisted of $0.6 million related to changes in the valuation allowance for NOL’s and $0.5 million related to changes in the valuation allowance for state income tax credit carryforwards. 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.

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 2012, the Internal Revenue Service commenced an audit of the Company’s 2010 federal income tax return. CBIZ’s federal income tax returns for years ending prior to January 1, 2009 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, 2008 and January 1, 2007, respectively.

The availability of NOL’s and state tax credits are reported as deferred tax assets, net of applicable valuation allowances, in the accompanying consolidated balance sheets. At December 31, 2012, the Company has state net operating loss carryforwards of $52.5 million and state tax credit carryforwards of $2.4 million. The state net operating loss carryforwards expire on various dates between 2013 and 2032 and the state tax credit carryforwards expire on various dates between 2018 and 2026.

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


	2012			2011			2010
Balance at January 1	$	3,979		$	4,794		$	6,103
Additions for tax positions of the current year		212			188			725
Additions for tax positions of prior years		323			103			—
Reclassification from other balance sheet accounts		—			—			—
Reductions for tax positions of prior years		—			(260	)		—
Settlements		—			—			(217	)
Lapse of statutes of limitation		(896	)		(846	)		(1,817	)

Balance at December 31	$	3,618		$	3,979		$	4,794

Included in the balance of unrecognized tax benefits at December 31, 2012 are $2.3 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 $0.8 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 2012, the Company accrued interest expense of $0.2 million and, as of December 31, 2012, had recognized a liability for interest expense and penalties of $0.3 million and $0.1 million, respectively, relating to unrecognized tax benefits. 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.

- 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

+ Details

Borrowing Arrangements

12 Months Ended

Dec. 31, 2012

Borrowing Arrangements [Abstract]

Borrowing Arrangements

8.	Borrowing Arrangements

CBIZ has two primary debt arrangements at December 31, 2012 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, 2012 and 2011 were as follow (in thousands):


	2012			2011
Principal amount of notes	$	130,000		$	130,000
Unamortized discount		(8,334	)		(10,972	)

Net carrying amount	$	121,666		$	119,028

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 represented 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, 2012, the unamortized discount had a remaining amortization period of approximately 33 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. 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, 2012 and 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, 2012 and 2011 were as follow (in thousands):


	2012		2011
Principal amount of notes	$	750	$	750
Unamortized discount		—		—

Net carrying amount	$	750	$	750

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

For the twelve months ended December 31, 2012 and 2011, CBIZ recognized interest expense on the 2010 Notes and the 2006 Notes as follows (in thousands):


	2012		2011
Contractual coupon interest	$	6,361	$	6,873
Amortization of discount		2,638		3,201
Amortization of deferred financing costs		720		809

Total interest expense	$	9,719	$	10,883

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 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. On August 30, 2012, the credit facility was further amended to modify the senior and total leverage requirements and provide a temporary increase in the leverage ratios for twelve months, at which time the leverage ratios will step down to the leverage schedule as prescribed in the 2011 amendment by December 31, 2013. The purpose of the amendment was to provide additional flexibility to support CBIZ’s strategic acquisitions.

The balance outstanding under the credit facility was $208.9 million and $145.0 million at December 31, 2012 and 2011, respectively. Rates for the years ended December 31, 2012 and 2011 were as follows:


	2012		2011
Weighted average rates		3.15%		3.27%

Range of effective rates		2.68% - 3.91%		2.43% - 5.75%

CBIZ had approximately $61.7 million of available funds under the credit facility at December 31, 2012. 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, 2012, 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, 2012

Accumulated Other Comprehensive Loss [Abstract]

Accumulated Other Comprehensive Loss

9.	Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss at December 31, 2012 and 2011 were as follows (in thousands):


	2012			2011
Net unrealized gains on available-for-sale securities, net of income tax expense of $134 and $14, respectively	$	201		$	20
Net unrealized loss on interest rate swap, net of income tax benefit of $302 and $248, respectively		(515	)		(422	)
Foreign currency translation		(439	)		(377	)

Accumulated other comprehensive loss	$	(753	)	$	(779	)

The following table is a summary of other comprehensive income and discloses the tax impact of each component of other comprehensive income for the years ended December 31, 2012, 2011 and 2010 (in thousands):


	2012			2011			2012
Net unrealized gain (loss) on available-for-sale securities, net of income tax expense (benefit) of $120, $276 and $(38)	$	181		$	638		$	(57	)
Net unrealized (loss) gain on interest rate swaps, net of income tax (benefit) expense of $(54), $(242) and $64		(93	)		(412	)		110
Foreign currency translation		(62	)		(65	)		(71	)

Total other comprehensive income (loss)	$	26		$	161		$	(18	)

- Definition

The entire disclosure for comprehensive income, which includes, but is not limited to, 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
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-Section 45
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e689-108580

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Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187085-122770

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=6522872

Reference 9: 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=20435746&loc=d3e681-108580

Reference 10: 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.

+ Details

Lease Commitments

12 Months Ended

Dec. 31, 2012

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, 2012 were as follows (in thousands):


Year Ending December 31,	Gross Operating Lease Commitments(1)		Sub-Leases(2)		Net Operating Lease Commitments(1)
2013	$	37,167	$	1,372	$	35,795
2014		29,976		1,084		28,892
2015		25,900		875		25,025
2016		22,876		699		22,177
2017		16,956		—		16,956
Thereafter		25,940		—		25,940

Total	$	158,815	$	4,030	$	154,785

(1)	Includes lease commitments accrued in the consolidation and integration reserve as of December 31, 2012 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 $39.2 million, $38.8 million and $39.8 million for the years ended December 31, 2012, 2011 and 2010, 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, 2012

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 related to businesses 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 one year. 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, 2012, 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, 2012, 2011 and 2010, 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 at December 31, 2012 and 2011. In addition, CBIZ provides license bonds to various state agencies to meet certain licensing requirements. The amount of license bonds outstanding was $2.7 million and $1.6 million at December 31, 2012 and 2011, respectively.

CBIZ acted as guarantor on various letters of credit for a CPA firm with which it has an affiliation, which totaled $1.9 million and $5.2 million at December 31, 2012 and 2011, 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 $3.5 million and $2.7 million at December 31, 2012 and 2011, respectively. CBIZ’s healthcare costs include health claims, administration fees to third-party administrators and premiums for stop-loss coverage.

Legal Proceedings

In 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 U.S. District Court for the District of Arizona and the Superior Court for Maricopa County Arizona. These cases are captioned Robert Facciola, et al v. Greenberg Traurig LLP, et al. ,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. Prior to these suits CBIZ MHM, LLC was named as a defendant in Jeffery C. Stone v. Greenberg Traurig LLP, et al. The Stone case was subsequently voluntarily dismissed by the plaintiff.

These lawsuits arise out of the bankruptcy of 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.

Mortgages Ltd. had been audited by Mayer Hoffman McCann PC (“Mayer Hoffman”), a CPA firm that has an administrative services agreement with CBIZ. The lawsuits assert claims against Mayer Hoffman for, among others things, violations of the Arizona Securities Act, common law fraud, and negligent misrepresentation, and the lawsuits seek to hold CBIZ vicariously liable for Mayer Hoffman’s conduct as either a statutory control person under the Arizona Securities Act or a joint venturer under Arizona common law. CBIZ is not a CPA firm, does not provide audits, and did not audit any of the entities at issue in these lawsuits, nor is CBIZ a control person of, or a joint venture with, Mayer Hoffman.

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. In June 2012, the remaining defendants in the Facciola case reached a class action settlement, which the court approved in October 2012. Eighteen class members, however, opted out of the settlement before it was finalized and, in September 2012, filed a new case against all of the defendants in the Facciola case, including the CBIZ Parties (Rader et al. v. Greenberg Traurig, LLC., et al.). In December 2012, the Facciola plaintiffs filed an appeal to the U.S. Court of Appeals for the Ninth Circuit of the dismissal of their case against the CBIZ Parties and Mayer Hoffman.

The CBIZ Parties have filed motions to dismiss in all remaining cases. On March 11, 2013 the court issued a ruling dismissing the securities fraud and aiding and abetting securities fraud claims against the CBIZ Parties and Mayer Hoffman in the Marsh, Victims Recovery and Ashkenazi lawsuits. The court is still considering the CBIZ Parties’ motions to dismiss regarding the remaining claims in these three lawsuits as well as its motions in the Rader and Liquidating Trust lawsuits.

The plaintiffs, except for the ML Liquidating Trust, 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 their investments. The ML Liquidating Trust asserts errors and omissions and breach of contract claims, and is seeking monetary damages. The Ashkenazi complaint alleges damages of approximately $92 million; the Victims Recovery complaint alleges damages of approximately $53 million; the Marsh, Facciola, Rader, and ML Liquidating Trust complaints allege damages in excess of approximately $200 million. The plaintiffs in these suits also seek pre- and post-judgment interest, punitive damages and attorneys’ fees.

The CBIZ Parties deny all allegations of wrongdoing made against them in these actions and are vigorously defending the proceedings. In particular, the CBIZ Parties are not control persons under the Arizona Securities Act of, or a joint venture with Mayer Hoffman. The CBIZ Parties do not have in any respects the legal right to control Mayer Hoffman’s audits or any say in how the audits are conducted. 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.

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, (“Signature”) v. Mayer Hoffman McCann, P.C., et al). This lawsuit arises out of 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 of approximately $87 million 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.

The Company cannot predict the outcome of the above matters or estimate the possible loss or range of loss, if any. 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 Accounting Standards Codification
-Topic 825
-SubTopic 20
-Section 50
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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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 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 7: 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.

+ Details

Consolidation and Integration Reserve

12 Months Ended

Dec. 31, 2012

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 years ended December 31, 2012 and 2011, there were no significant consolidation or integration activities. Other charges against income for the years ended December 31, 2012 and 2011 related to net present value of interest and changes in assumptions for spaces under sub-lease. Activity during the years ended December 31, 2012 and 2011 was as follows (in thousands):


	Consolidation and Integration Reserve
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
Adjustments against income(1)		800
Payments(2)		(1,222	)

Reserve balance at December 31, 2012	$	1,284

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

(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 primarily consist of lease consolidation and abandonment charges and were $0.8 million, $0.8 million and $2.3 million for the years ended December 31, 2012, 2011 and 2010, respectively. Lease consolidation and integration charges are recorded as operating expenses in the consolidated statements of comprehensive income.

Employee Benefits

12 Months Ended

Dec. 31, 2012

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, 2012, 2011 and 2010 were approximately $8.5 million, $7.9 million and $8.4 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 comprehensive income). For the years ended December 31, 2012, 2011 and 2010, CBIZ recorded gains or (losses) of $4.3 million, ($0.4) million and $3.7 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 Accounting Standards Codification
-Topic 715
-URI http://asc.fasb.org/topic&trid=2235017

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Implementation Guide (Q and A)
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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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 9: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph h
-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 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 8
-Subparagraph m
-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 11: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5, 6, 7, 8
-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 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 158
-Paragraph 7, 21, 22
-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
-Publisher FASB
-Name FASB Staff Position (FSP)
-Number FAS106-2
-Paragraph 20, 21, 22
-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 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 30
-Paragraph 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.

+ Details

Common Stock

12 Months Ended

Dec. 31, 2012

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 to 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, 2012. 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, 2012, 2011 and 2010. 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 1.0 million, 1.4 million and 1.1 million shares under the share repurchase programs during the years ended December 31, 2012, 2011 and 2010, at a cost (including fees and commissions) of $5.7 million, $9.5 million and $7.6 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 FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(d),(e))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

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-Subparagraph (SX 210.3-04)
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494

Reference 12: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 43
-Section B
-Paragraph 7, 11A
-Chapter 1
-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 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
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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 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 5
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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 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph d
-Article 4

Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 29, 30, 31
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Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section E

Reference 20: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Article 4

Reference 21: http://www.xbrl.org/2003/role/presentationRef
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-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section C

Reference 22: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
-Number 129
-Paragraph 2, 3, 4, 5, 6, 7, 8
-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 23: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

+ Details

Employee Share Plans

12 Months Ended

Dec. 31, 2012

Employee Share Plans [Abstract]

Employee Share Plans

15.

Employee Share Plans

Employee Stock Purchase Plan

The 2007 Employee Stock Purchase Plan (“ESPP”), which has a termination date of June 30, 2017, 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 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, 2012 and 2011, 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, 2012 were granted pursuant to the 2002 Stock Incentive Plan (“the Plan”), which expires in 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, 2012, approximately 3.0 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, 2012, 2011 and 2010 were determined using the following weighted average assumptions:


	2012			2011			2010
Expected volatility(1)		32.86	%		32.24	%		32.70	%
Expected option life (years)(2)		4.85			4.85			4.61
Risk-free interest rate(3)		0.78	%		2.20	%		2.05	%
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, 2012, 2011 and 2010, CBIZ recognized compensation expense for these awards as follows (in thousands):


	2012		2011		2010
Stock options	$	2,981	$	3,137	$	2,936
Restricted stock awards		2,907		2,817		2,370

Total stock-based compensation expense before income tax benefit	$	5,888	$	5,954	$	5,306

Stock Options

Stock options granted during the years ended December 31, 2012, 2011 and 2010 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, 2012, 2011 and 2010, 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, 2012 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, 2011		6,825		$	7.54
Granted		1,465		$	5.87
Exercised		—			—
Expired or canceled		(749	)	$	7.87

Outstanding at December 31, 2012		7,541		$	7.18		3.12 years	$	—

Vested and exercisable at December 31, 2012		3,965		$	7.64		1.99 years	$	—

The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2012, 2011 and 2010 was $2.5 million, $3.5 million and $3.0 million, respectively. No stock options were exercised during the twelve months ended December 31, 2012. The aggregate intrinsic value of stock options exercised during each of the years ended December 31, 2011 and 2010 was $0.8 million. 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, 2012, CBIZ had unrecognized compensation cost for non-vested stock options of $7.4 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, 2012 was as follows:


	Number of Shares (in thousands)			Weighted Average Grant-Date Fair Value(1)
Non-vested at December 31, 2011		983		$	7.30
Granted		498		$	5.99
Vested		(394	)	$	7.39
Forfeited		(9	)	$	7.18

Non-vested at December 31, 2012		1,078		$	6.66

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

At December 31, 2012, CBIZ had unrecognized compensation cost for restricted stock awards of $7.2 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, 2012, 2011 and 2010 was approximately $2.9 million, $2.4 million and $2.3 million, respectively. The market value of shares awarded during the years ended December 31, 2012, 2011 and 2010 was $3.0 million, $3.6 million and $2.6 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, 2012 will be released from restrictions at dates ranging from February 2013 through May 2016.

- 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 Accounting Standards Codification
-Topic 505
-SubTopic 50
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666

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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 14

Reference 7: 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 8: 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.

+ Details

Earnings Per Share

12 Months Ended

Dec. 31, 2012

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, 2012, 2011 and 2010, 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,
	2012		2011		2010
Numerator:
Income from continuing operations	$	31,075	$	28,584	$	28,155

Denominator:
Basic
Weighted average common shares outstanding		49,002		49,328		57,692

Diluted
Stock Options(1)		—		61		106
Restricted stock awards(1)		186		179		135
Contingent shares(2)		64		31		260

Diluted weighted average common shares outstanding		49,252		49,599		58,193

Earnings Per Share:
Basic earnings per share from continuing operations	$	0.63	$	0.58	$	0.49

Diluted earnings per share from continuing operations	$	0.63	$	0.58	$	0.48

(1)	For the years ended December 31, 2012, 2011 and 2010, a total of 8,202, 6,429 and 5,382 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, 2012

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, 2012, 2011, and 2010 was as follows (in thousands):


	2012		2011		2010
Interest	$	12,352	$	13,020	$	7,822

Income taxes	$	16,250	$	22,377	$	18,412

Supplemental Disclosures of Non-Cash Investing and Financing Activities

Non-cash investing and financing activities during the years ended December 31, 2012, 2011 and 2010 were as follows (in thousands):


	2012		2011		2010
Business acquisitions, including contingent consideration earned	$	12,603	$	19,601	$	19,115

Estimated contingent purchase price payable	$	15,659	$	9,735	$	11,689

Non-cash consideration paid for business acquisitions and intangible assets were generally in the form of notes receivable, notes payable and CBIZ Common Stock.

Related Parties

12 Months Ended

Dec. 31, 2012

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 Audit 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, 2012, 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, $0.7 million and $0.8 million during the years ended December 31, 2012, 2011 and 2010, 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, 2012, 2011 and 2010 for which the firm received approximately $0.2 million, $0.5 million and $0.8 million from CBIZ, respectively.

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 administrative 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 $1.9 million and $5.2 million as of December 31, 2012 and 2011, 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. 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 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 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
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-Section 50
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-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Subparagraph (SX 210.4-08.(k))
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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 9: 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.

+ Details

Acquisitions

12 Months Ended

Dec. 31, 2012

Acquisitions [Abstract]

Acquisitions

19.

Acquisitions

During the twelve months ended December 31, 2012, CBIZ acquired substantially all of the assets of nine companies, Meridian Insurance Group, LLC (“Meridian”), Primarily Care, Inc. (“PCI”) Stoltz and Company, LTD., L.L.P (“Stoltz”), Trinity Risk Advisors, Inc.(“Trinity”), Strategic Employee Benefit Services — The Pruett Group, Inc. (“SEBS-Pruett”), ProMedical, Inc. (“ProMedical”), the employee benefit division of Leavitt Pacific Insurance Brokers, Inc. (“Leavitt”), Diversified Industries, Inc. d/b/a Payroll Control Systems (“PCS”) and PHBV Partners, L.L.P. (“PHBV”). Meridian, with offices in Boca Raton, Florida and Atlanta, Georgia, is an insurance brokerage specializing in multiple insurance products and services including property and casualty, bonding, personal lines and employee benefits. PCI, located in Cranston, Rhode Island, is an employee benefits brokerage firm that offers long-term healthcare cost reduction strategies through a unique system comprised of technology, innovative plan design, educational tools and tangible financial health incentives. Stoltz, with offices in Midland, San Antonio and Amarillo, Texas, is an insurance brokerage offering multiple insurance products and services including property and casualty, personal lines and employee benefits with specialization in oil and gas related risk management. Trinity, located in Atlanta, Georgia, is a specialty property and casualty brokerage firm focused primarily on medical malpractice insurance to the healthcare industry and specialized insurance to the transportation industry. SEBS-Pruett, with offices in Nashville, Chattanooga, Johnson City and Knoxville, Tennessee, is an employee benefit and consulting firm for mid-sized businesses. ProMedical, located in Ocala, Florida, is a full-service provider of medical billing and practice management services for hospital-based anesthesiology practices. Leavitt, located in Campbell, California, provides employee benefits, retirement plan services and ancillary business support and services to clients in the San Jose region. PCS, located in Brooklyn Center, Minnesota, provides payroll, payroll tax, time and labor and human resources solutions to small and mid-sized clients. PHBV, with offices in Richmond, Virginia; Baltimore, Maryland; Indianapolis, Indiana; Austin, Texas; Cranford, New Jersey; and Raleigh, North Carolina, is a professional consulting and accounting service provider specializing in health care compliance on behalf of federal and state government agencies. The operating results of Meridian, Primarily Care, Stoltz, Trinity, SEBS-Pruett, Leavitt and PCS are reported in the Employee Services practice group, and the operating results of ProMedical and PHBV are reported in the MMP and Financial Services practice groups, respectively. As a result of these acquisitions, revenue of approximately $26.6 million was recorded during the twelve months ended December 31, 2012.

Aggregate consideration for these acquisitions consisted of approximately $79.3 million in cash, $4.2 million in CBIZ Common Stock, $5.3 million in short-term notes payable, $1.7 million in guaranteed future consideration, and $17.6 million in contingent consideration.

The preliminary aggregate purchase price for these acquisitions, pending final working capital adjustments, was allocated as follows (in thousands):


Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash	$	422
Funds held for clients		39,193
Accounts receivable, net		8,275
Fixed assets and other		690
Identifiable intangible assets		42,372
Accrued liabilities		(5,393	)
Client fund obligations		(39,193	)
Deferred tax liability		(1,236	)

Total identifiable net assets	$	45,130
Goodwill		62,931

Aggregate purchase price	$	108,061

Under the terms of the acquisition agreements, a portion of the purchase price is contingent on future performance of the businesses acquired. The maximum potential undiscounted amount of all future payments that CBIZ could be required to make under the contingent arrangements is $20.9 million. CBIZ is required to record the fair value of this obligation at the acquisition date. CBIZ determined, utilizing a probability weighted income approach, that the fair value of the contingent consideration arrangement was $17.6 million, of which $5.7 million was recorded in “Other current liabilities” and $11.9 million was recorded in “Other non-current liabilities” in the consolidated balance sheet at December 31, 2012.

The goodwill of $62.9 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 business within the CBIZ organization, including cross-selling opportunities expected with the Company’s Financial Services group, the Employee Services group and MMP, to help strengthen the Company’s existing service offerings and expand the Company’s market position. Goodwill totaling $58.1 million is expected to be deductible for income tax purposes.

On February 1, 2012, CBIZ also purchased an employee benefits and consulting client list which is reported in the Employee Services practice group. Aggregate consideration for this client list consisted of up to $2.5 million in cash, which is contingent upon future financial performance of the client list.

In addition, CBIZ paid $25.6 million in cash and issued approximately 402,000 shares of Common Stock and 41,314 shares of Common Stock became issuable during the year ended December 31, 2012 as contingent earnouts for previous acquisitions. During the twelve months ended December 31, 2012, CBIZ also reduced the fair value of the contingent purchase price liability related to CBIZ’s prior acquisitions by $1.1 million due to lower than originally projected future results of the acquired businesses. This reduction of $1.1 million is included in “Other (expense) income, net” in the consolidated statements of comprehensive income. Refer to Note 8 for further discussion of contingent purchase price liabilities.

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 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, net		3,606
Fixed assets and other		437
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 2011 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 expected to be 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 comprehensive income. 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. (d/b/a “Benexx”) and Kirkland, Russ, Murphy & Tapp. Goldstein Lewin & Company, an accounting and financial services company located in Boca Raton, Florida, 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, 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, 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, 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	$	1,294
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 expected to be 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 comprehensive income. 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.

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, 2012 and 2011 were as follows (in thousands):


	2012		2011
Goodwill	$	63,428	$	35,647

Client lists	$	43,095	$	12,129

Other intangible assets	$	1,592	$	512

As a result of CBIZ’s acquisition activities in 2012, the following table provides unaudited pro forma financial information for CBIZ as if all the current year acquisitions were acquired on January 1, 2012. The unaudited pro forma financial information includes the effect of financing resulting in interest expense of approximately $2.1 million, amortization expense of $2.8 million resulting from acquired intangible assets, and other adjustments to normalize certain expenses such as benefits, commissions and incentive compensation. The unaudited pro forma results of operations are presented for illustrative purposes only and are not necessarily indicative of the results of operation that would have been obtained had these businesses actually been acquired at January 1, 2012, nor are they intended to be a projection of future results of operations. No pro forma information is presented for the year ended December 31, 2011 due to lack of available data.


	Twelve Months Ended December 31, 2012
	Consolidated As Reported		Pro Forma Adjustments		Pro Forma Consolidated
Revenue	$	766,094	$	48,808	$	814,902
Net income	$	31,146	$	4,917	$	36,063
Earnings per share:
Basic	$	0.63	$	0.10	$	0.73
Diluted	$	0.63	$	0.10	$	0.73
Weighted average common shares outstanding:
Basic		49,002		508		49,510
Diluted		49,252		492		49,744

- 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
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+ Details

Discontinued Operations and Divestitures

12 Months Ended

Dec. 31, 2012

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 comprehensive income. 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, 2012, CBIZ did not sell any operations. Gains recorded for the twelve months ended December 31, 2012 related to contingent proceeds of $0.1 million for a National Practices operation that was sold during 2010.

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 three-year period ending December 31, 2014. 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.

Revenue and results from operations of discontinued operations for the years ended December 31, 2012, 2011 and 2010 are separately reported as “Loss from operations of discontinued operations, net of tax” in the consolidated statements of comprehensive income and were as follows (in thousands):


	2012			2011			2010
Revenue	$	—		$	943		$	5,586

Loss from operations of discontinued operations before income tax benefit	$	(32	)	$	(957	)	$	(4,408	)
Income tax benefit		13			366			1,740

Loss from operations of discontinued operations, net of tax	$	(19	)	$	(591	)	$	(2,668	)

Gains (losses) on disposals of discontinued operations for the years ended December 31 2012, 2011 and 2010 were as follows (in thousands):


	2012			2011			2010
Gain (loss) on disposal of discontinued operations, before income tax (expense) benefit	$	142		$	207		$	(1,785	)
Income tax (expense) benefit		(52	)		(193	)		812

Gain (loss) on disposal of discontinued operations, net of tax	$	90		$	14		$	(973	)

At December 31, 2012 and 2011, 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):


	2012		2011
Assets:
Accounts receivable, net	$	—	$	38
Other current assets		267		521

Assets of discontinued operations	$	267	$	559

Liabilities:
Other current liabilities	$	173	$	199

Liabilities of discontinued operations	$	173	$	199

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 comprehensive income and totaled gains of $2.8 million, $2.9 million and $0.5 million the years ended December 31, 2012, 2011 and 2010, 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 $1.4 million, $0.9 million and $7.9 million for the years ended December 31, 2012, 2011 and 2010, 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 Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1361-107760

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1436-107760

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1510-107760

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1474-107760

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1020-107759

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e957-107759

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1012-107759

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 45
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=8077374&loc=d3e2443-110228

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6391110&loc=d3e2941-110230

Reference 10: 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.

+ Details

Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2012

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, 2012 and 2011 (in thousands, except per share amounts).


	2012
	March 31,			June 30,			September 30,			December 31,
Revenue	$	220,827		$	188,606		$	183,800		$	172,861
Operating expenses		180,005			166,691			167,146			166,353

Gross margin		40,822			21,915			16,654			6,508
Corporate general and administrative		10,544			7,638			7,625			4,615

Operating income		30,278			14,277			9,029			1,893
Other income (expense):
Interest expense		(4,122	)		(4,146	)		(3,884	)		(4,110	)
Gain on sale of operations, net		2,589			50			21			106
Other income (expense), net		3,438			(840	)		2,570			3,254

Total other income (expense), net		1,905			(4,936	)		(1,293	)		(750	)

Income from continuing operations before income tax expense (benefit)		32,183			9,341			7,736			1,143
Income tax expense (benefit)		13,416			3,512			2,458			(58	)

Income from continuing operations		18,767			5,829			5,278			1,201
(Loss) income from operations of discontinued operations, net of tax		(4	)		1			(3	)		(13	)
Gain on disposal of discontinued operations, net of tax		22			18			32			18

Net income	$	18,785		$	5,848		$	5,307		$	1,206

Earnings per share:
Basic:
Continuing operations	$	0.38		$	0.12		$	0.11		$	0.02
Discontinued operations		—			—			—			—

Net income	$	0.38		$	0.12		$	0.11		$	0.02

Diluted:
Continuing operations	$	0.38		$	0.12		$	0.11		$	0.02
Discontinued operations		—			—			—			—

Net income	$	0.38		$	0.12		$	0.11		$	0.02

Basic weighted average common shares		49,103			49,041			48,895			48,967

Diluted weighted average common shares		49,531			49,244			49,109			49,326

During the fourth quarter of 2012, CBIZ recorded proceeds of $1.9 million in other income (expense), net resulting from a legal settlement. In addition, CBIZ reduced the fair value of the contingent purchase price liability related to CBIZ’s prior acquisitions by $0.7 million due to lower than originally projected future results of the acquired businesses. These items are included in “Other income (expense), net” in the consolidated statements of comprehensive income.


	2011
	March 31,			June 30,			September 30,			December 31,
Revenue	$	210,069		$	183,464		$	177,349		$	162,923
Operating expenses		169,727			160,395			154,345			159,802

Gross margin		40,342			23,069			23,004			3,121
Corporate general and administrative		9,560			6,744			8,079			7,200

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 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) gain 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	$	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	$	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

(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 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 comprehensive income.

- 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, 2012

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, share-based compensation, consolidation and integration charges, certain professional fees, 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 those costs listed above, 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, 2012, 2011 and 2010 was as follows (in thousands):


	Year Ended December 31,
	2012		2011		2010
United States	$	764,439	$	732,140	$	728,850
Canada		1,655		1,665		1,551

Total Revenue	$	766,094	$	733,805	$	730,401

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

Segment information for the years ended December 31, 2012, 2011 and 2010 was as follows (in thousands):


	Year Ended December 31, 2012
	Financial Services			Employee Services			MMP		National Practices			Corporate and Other			Total
Revenue	$	411,735		$	186,217		$	138,016	$	30,126		$	—		$	766,094
Operating expenses		359,166			155,311			123,264		26,713			15,741			680,195

Gross margin		52,569			30,906			14,752		3,413			(15,741	)		85,899
Corporate general & admin		—			—			—		—			30,422			30,422

Operating income (loss)		52,569			30,906			14,752		3,413			(46,163	)		55,477
Other income (expense):
Interest expense		—			(30	)		—		—			(16,232	)		(16,262	)
Gain on sale of operations, net		—			—			—		—			2,766			2,766
Other income, net		2,063			1,086			208		2			5,063			8,422

Total other income (expense)		2,063			1,056			208		2			(8,403	)		(5,074	)

Income (loss) from continuing operations before income tax expense	$	54,632		$	31,962		$	14,960	$	3,415		$	(54,566	)	$	50,403


	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			144,528			124,790		26,222			11,425			644,269

Gross margin		53,928			26,677			16,256		4,100			(11,425	)		89,536
Corporate general & admin		—			—			—		—			31,583			31,583

Operating income (loss)		53,928			26,677			16,256		4,100			(43,008	)		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 (expense), 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		$	27,429		$	16,504	$	4,110		$	(55,028	)	$	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, 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

- 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 Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8981-108599

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9038-108599

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8971-108599

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8595-108599

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8380-108599

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8933-108599

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 280
-SubTopic 10
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-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8984-108599

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9031-108599

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8924-108599

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8906-108599

Reference 15: 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.

+ Details

Valuation and Qualifying Accounts and Reserves

12 Months Ended

Dec. 31, 2012

Valuation and Qualifying Accounts and Reserves [Abstract]

Valuation and Qualifying Accounts and Reserves

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS AND

RESERVES FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(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, 2012
Allowance deducted from assets to which they apply:
Allowance for doubtful accounts	$	9,220	$	5,336	$	—	$	—	$	(2,737	)	$	11,819

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

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2012

Summary of Significant Accounting Policies [Abstract]

Organization

Organization

Principles of Consolidation

Principles of Consolidation

Use of Estimates

Use of Estimates

Reclassifications

Reclassifications

Certain amounts in the 2011 and 2010 consolidated financial statements and disclosures have been reclassified to conform to the current year presentation.

Cash and Cash Equivalents

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

Restricted Cash

Funds Held for Clients and Client Fund Obligations

Funds Held for Clients and Client Fund Obligations

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts

Goodwill

Goodwill

Long-Lived Assets

Long-Lived Assets

Property and Equipment

Property and Equipment


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

Income Taxes

Income Taxes

Revenue Recognition and Valuation of Unbilled Revenues

Revenue Recognition and Valuation of Unbilled Revenues

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

•

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.

•

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.

•

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

•

Operating Expenses

Operating Expenses

Operating Leases

Operating Leases

Share-Based Awards

Share-Based Awards

New Accounting Pronouncements

New Accounting Pronouncements

Organization and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2012

Organization and Summary of Significant Accounting Policies [Abstract]

Summary of estimated useful lives property and equipment

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

Accounts Receivable, Net (Tables)

12 Months Ended

Dec. 31, 2012

Accounts Receivable, Net [Abstract]

Accounts receivable, Net

Accounts receivable, net balances at December 31, 2012 and 2011 were as follows (in thousands):


	2012			2011
Trade accounts receivable	$	125,787		$	113,143
Unbilled revenue, at net realizable value		41,005			33,150

Total accounts receivable		166,792			146,293
Allowance for doubtful accounts		(11,819	)		(9,220	)

Accounts receivable, net	$	154,973		$	137,073

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2012

Property and Equipment, Net [Abstract]

Summary of Property and equipment, net

Property and equipment, net at December 31, 2012 and 2011 consisted of the following (in thousands):


	2012			2011
Buildings and leasehold improvements	$	18,683		$	19,155
Furniture and fixtures		24,512			23,858
Capitalized software		44,597			44,035

Equipment		18,341			18,899

Total property and equipment		106,133			105,947
Accumulated depreciation and amortization		(85,742	)		(84,145	)

Property and equipment, net	$	20,391		$	21,802

Summary of depreciation and amortization expense related to property and equipment

Depreciation and amortization expense related to property and equipment for the years ended December 31, 2012, 2011 and 2010 was as follows (in thousands):


	2012		2011		2010
Operating expenses	$	5,830	$	6,239	$	6,924
Corporate general and administrative expenses		307		339		376

Total depreciation and amortization expense	$	6,137	$	6,578	$	7,300

Goodwill and Other Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2012

Goodwill and Other Intangible Assets, Net [Abstract]

Components of goodwill and other intangible assets, net

The components of goodwill and other intangible assets, net at December 31, 2012 and 2011 were as follows (in thousands):


	2012			2011
Goodwill	$	440,709		$	377,281
Intangibles:
Client lists		168,699			128,537
Other intangibles		9,644			9,826

Total intangibles		178,343			138,363

Total goodwill and other intangibles assets		619,052			515,644
Accumulated amortization:
Client lists		(62,115	)		(50,969	)
Other intangibles		(5,718	)		(6,335	)

Total accumulated amortization		(67,833	)		(57,304	)

Goodwill and other intangible assets, net	$	551,219		$	458,340

Changes in carrying amount of goodwill by operating segment

Changes in the carrying amount of goodwill by operating segment for the years ended December 31, 2012 and 2011 were as follows (in thousands):


	Financial Services			Employee Services			Medical Management Professionals		National Practices		Total Goodwill
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
Additions		26,620			32,493			4,315		—		63,428
Divestitures		—			—			—		—		—

December 31, 2012	$	259,783		$	115,098		$	64,162	$	1,666	$	440,709

Amortization expense related to client lists and other intangible assets

Amortization expense related to client lists and other intangible assets for the years ended December 31, 2012, 2011 and 2010 was as follows (in thousands):


	2012		2011		2010
Operating expenses	$	15,242	$	13,750	$	13,016
Corporate general and administrative expenses		16		17		16

Total amortization expense	$	15,258	$	13,767	$	13,032

Amortization expense for existing client lists and other intangible assets

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):


2013	$	17,122

2014	$	16,569

2015	$	15,219

2016	$	13,337

2017	$	12,309

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References + Details

Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2012

Financial Instruments [Abstract]

Summary of bond activity

The following table summarizes CBIZ’s bond activity for the years ended December 31, 2012 and 2011 (in thousands):


	2012			2011
Fair value at January 1	$	30,923		$	15,255
Purchases		5,742			19,643
Sales		(2,000	)		(3,000	)
Maturities and calls		(4,900	)		(1,916	)
(Decrease) increase in bond premium		(290	)		914
Fair market value adjustment		301			27

Fair value at December 31	$	29,776		$	30,923

Summary of outstanding interest rate swap

The following table summarizes CBIZ’s outstanding interest rate swaps and their classification on the consolidated balance sheets at December 31, 2012 and 2011 (in thousands).


	December 31, 2012
	Notional Amount		Fair Value(2)		Balance Sheet Location
Interest rate swaps(1)	$	40,000	$	(817)		Other non-current liabilities


	December 31, 2011
	Notional Amount		Fair Value(2)		Balance Sheet Location
Interest rate swaps(1)	$	40,000	$	(670)		Other non-current liabilities

(1)

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

Summary of effects of interest rate swaps

The following table summarizes the effects of interest rate swaps on CBIZ’s consolidated statements of comprehensive income for the twelve months ended December 31, 2012 and 2011 (in thousands):


	Loss Recognized in AOCL, net of tax						Loss Reclassified from AOCL into Expense
	Twelve Months Ended December 31,						Twelve Months Ended December 31,
	2012			2011			2012		2011		Location
Interest rate swaps	$	(93	)	$	(412	)	$	387	$	266		Interest expense

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2012

Fair Value Measurements [Abstract]

Summary of assets and liabilities measured at fair value on a recurring basis


	Level		December 31, 2012			December 31, 2011
Deferred compensation plan assets		1	$	39,779		$	33,585
Corporate and municipal bonds		1	$	29,776		$	30,923
Interest rate swaps		2	$	(817	)	$	(670	)
Contingent purchase price liabilities		3	$	(30,012	)	$	(25,325	)

Change in fair values of assets and liabilities identified as level 3


	Auction Rate Securities			Contingent Purchase Price Liabilities
Beginning balance — January 1, 2011	$	10,216		$	(17,265	)
Additions from business acquisitions		—			(13,404	)
Sales of auctions 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	)

Additions from business acquisitions		—			(17,611	)
Payment of contingent purchase price payable		—			11,970
Change in fair value of contingency		—			1,135
Change in net present value of contingency		—			(181	)

Balance — December 31, 2012	$	—		$	(30,012	)

Rollforward of the pre-tax credit losses recognized in earnings related to this ARS

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 (in thousands):


	Accumulated Credit Losses
Balance at January 1, 2011	$	2,132
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	$	—

Financial instruments

The following table presents financial instruments that are not carried at fair value but which require fair value disclosure as of December 31, 2012 and 2011 (in thousands):


	December 31, 2012				December 31, 2011
	Carrying Value		Fair Value		Carrying Value		Fair Value
2006 Notes	$	750	$	750	$	750	$	750
2010 Notes	$	121,666	$	135,181	$	119,028	$	141,690

- Definition

Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability.

+ References + Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2012

Income Taxes [Abstract]

Income from continuing operations before income taxes

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


	2012		2011		2010
United States	$	50,216	$	46,790	$	44,993
Foreign (Canada)		187		177		179

Total	$	50,403	$	46,967	$	45,172

Income tax expense (benefit) included in the consolidated statements of comprehensive income

Income tax expense (benefit) included in the consolidated statements of comprehensive income for the years ended December 31, 2012, 2011 and 2010 was as follows (in thousands):


	2012			2011			2010
Continuing operations:
Current:
Federal	$	17,613		$	17,645		$	15,789
Foreign		47			34			68
State and local		3,414			3,709			3,232

Total		21,074			21,388			19,089
Deferred:
Federal		(1,116	)		(2,580	)		(2,137	)
State and local		(630	)		(425	)		65

Total		(1,746	)		(3,005	)		(2,072	)

Total income tax expense from continuing operations		19,328			18,383			17,017
Discontinued operations:
Operations of discontinued operations:
Current		(38	)		(472	)		(1,733	)
Deferred		25			106			(7	)

Total		(13	)		(366	)		(1,740	)
Gain (loss) on disposal of discontinued operations:
Current		53			193			(812	)

Total income tax expense (benefit) from discontinued operations		40			(173	)		(2,552	)

Total income tax expense	$	19,368		$	18,210		$	14,465

Provision for income taxes attributable to income from continuing operations


	2012			2011			2010
Tax at statutory rate (35%)	$	17,641		$	16,438		$	15,810
State taxes (net of federal benefit)		1,637			2,044			1,875
Business meals and entertainment — non-deductible		717			659			627
Reserves for uncertain tax positions		(432	)		(844	)		(1,284	)

Other, net		(235	)		86			(11	)

Provision for income taxes from continuing operations	$	19,328		$	18,383		$	17,017

Effective income tax rate		38.3	%		39.1	%		37.7	%

Tax effects of temporary differences that rises to significant portions of the deferred tax assets and deferred tax liabilities

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2012 and 2011, were as follows (in thousands):


	2012			2011
Deferred tax assets:
Net operating loss carryforwards .	$	2,430		$	2,807
Allowance for doubtful accounts		2,799			2,484
Employee benefits and compensation		24,635			20,773
Lease costs		3,703			3,667
State tax credit carryforwards		2,357			2,443
Installment sales		—			1,166
Other deferred tax assets		2,243			2,104

Total gross deferred tax assets		38,167			35,444
Less: valuation allowance		(1,237	)		(2,363	)

Total deferred tax assets, net	$	36,930		$	33,081

Deferred tax liabilities:
Property and equipment depreciation	$	—		$	434
Accrued interest		9,633			10,611
Client list amortization		6,425			6,070
Goodwill and other intangibles		12,512			7,897
Contingent purchase price liabilities		2,476			1,818
Other deferred tax liabilities		361			88

Total gross deferred tax liabilities	$	31,407		$	26,918

Net deferred tax asset	$	5,523		$	6,163

Summary of reconciliation of the beginning and ending amount of unrecognized tax benefits

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


	2012			2011			2010
Balance at January 1	$	3,979		$	4,794		$	6,103
Additions for tax positions of the current year		212			188			725
Additions for tax positions of prior years		323			103			—
Reclassification from other balance sheet accounts		—			—			—
Reductions for tax positions of prior years		—			(260	)		—
Settlements		—			—			(217	)
Lapse of statutes of limitation		(896	)		(846	)		(1,817	)

Balance at December 31	$	3,618		$	3,979		$	4,794

Borrowing Arrangements (Tables)

12 Months Ended

Dec. 31, 2012

Borrowing Arrangements [Abstract]

Summary of carrying amount of the debt and equity components

The carrying amount of the debt and equity components at December 31, 2012 and 2011 were as follow (in thousands):


	2012			2011
Principal amount of notes	$	130,000		$	130,000
Unamortized discount		(8,334	)		(10,972	)

Net carrying amount	$	121,666		$	119,028

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

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, 2012 and 2011 were as follow (in thousands):


	2012		2011
Principal amount of notes	$	750	$	750
Unamortized discount		—		—

Net carrying amount	$	750	$	750

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

Summary of recognized interest expense on the 2010 Notes and the 2006 Notes

For the twelve months ended December 31, 2012 and 2011, CBIZ recognized interest expense on the 2010 Notes and the 2006 Notes as follows (in thousands):


	2012		2011
Contractual coupon interest	$	6,361	$	6,873
Amortization of discount		2,638		3,201
Amortization of deferred financing costs		720		809

Total interest expense	$	9,719	$	10,883

Summary of unsecured credit facility


	2012		2011
Weighted average rates		3.15%		3.27%

Range of effective rates		2.68% - 3.91%		2.43% - 5.75%

Accumulated Other Comprehensive Loss (Tables)

12 Months Ended

Dec. 31, 2012

Accumulated Other Comprehensive Loss [Abstract]

Components of accumulated other comprehensive loss

The components of accumulated other comprehensive loss at December 31, 2012 and 2011 were as follows (in thousands):


	2012			2011
Net unrealized gains on available-for-sale securities, net of income tax expense of $134 and $14, respectively	$	201		$	20
Net unrealized loss on interest rate swap, net of income tax benefit of $302 and $248, respectively		(515	)		(422	)
Foreign currency translation		(439	)		(377	)

Accumulated other comprehensive loss	$	(753	)	$	(779	)

Summary of other comprehensive income and tax impact


	2012			2011			2012
Net unrealized gain (loss) on available-for-sale securities, net of income tax expense (benefit) of $120, $276 and $(38)	$	181		$	638		$	(57	)
Net unrealized (loss) gain on interest rate swaps, net of income tax (benefit) expense of $(54), $(242) and $64		(93	)		(412	)		110
Foreign currency translation		(62	)		(65	)		(71	)

Total other comprehensive income (loss)	$	26		$	161		$	(18	)

Lease Commitments (Tables)

12 Months Ended

Dec. 31, 2012

Lease Commitments [Abstract]

Schedule of Future minimum cash commitments under operating leases


Year Ending December 31,	Gross Operating Lease Commitments(1)		Sub-Leases(2)		Net Operating Lease Commitments(1)
2013	$	37,167	$	1,372	$	35,795
2014		29,976		1,084		28,892
2015		25,900		875		25,025
2016		22,876		699		22,177
2017		16,956		—		16,956
Thereafter		25,940		—		25,940

Total	$	158,815	$	4,030	$	154,785

(1)	Includes lease commitments accrued in the consolidation and integration reserve as of December 31, 2012 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.

Consolidation and Integration Reserve (Tables)

12 Months Ended

Dec. 31, 2012

Consolidation and Integration Reserve [Abstract]

Summary of Consolidation and Integration Reserve


	Consolidation and Integration Reserve
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
Adjustments against income(1)		800
Payments(2)		(1,222	)

Reserve balance at December 31, 2012	$	1,284

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

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

Employee Share Plans (Tables)

12 Months Ended

Dec. 31, 2012

Employee Share Plans [Abstract]

Schedule of fair value option award weighted average assumptions used


	2012			2011			2010
Expected volatility(1)		32.86	%		32.24	%		32.70	%
Expected option life (years)(2)		4.85			4.85			4.61
Risk-free interest rate(3)		0.78	%		2.20	%		2.05	%
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.

Schedule of share-based compensation awards

During the years ended December 31, 2012, 2011 and 2010, CBIZ recognized compensation expense for these awards as follows (in thousands):


	2012		2011		2010
Stock options	$	2,981	$	3,137	$	2,936
Restricted stock awards		2,907		2,817		2,370

Total stock-based compensation expense before income tax benefit	$	5,888	$	5,954	$	5,306

Stock award activity

Stock option activity during the year ended December 31, 2012 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, 2011		6,825		$	7.54
Granted		1,465		$	5.87
Exercised		—			—
Expired or canceled		(749	)	$	7.87

Outstanding at December 31, 2012		7,541		$	7.18		3.12 years	$	—

Vested and exercisable at December 31, 2012		3,965		$	7.64		1.99 years	$	—

Roll forward of RSU activity

Restricted stock award activity during the year ended December 31, 2012 was as follows:


	Number of Shares (in thousands)			Weighted Average Grant-Date Fair Value(1)
Non-vested at December 31, 2011		983		$	7.30
Granted		498		$	5.99
Vested		(394	)	$	7.39
Forfeited		(9	)	$	7.18

Non-vested at December 31, 2012		1,078		$	6.66

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

- Definition

Tabular disclosure of the allocation of equity-based compensation costs to a given line item on the balance sheet and income statement for the period. This may include the reporting line for the costs and the amount capitalized and expensed.

+ References + Details

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2012

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings Per Share from Continuing Operations

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,
	2012		2011		2010
Numerator:
Income from continuing operations	$	31,075	$	28,584	$	28,155

Denominator:
Basic
Weighted average common shares outstanding		49,002		49,328		57,692

Diluted
Stock Options(1)		—		61		106
Restricted stock awards(1)		186		179		135
Contingent shares(2)		64		31		260

Diluted weighted average common shares outstanding		49,252		49,599		58,193

Earnings Per Share:
Basic earnings per share from continuing operations	$	0.63	$	0.58	$	0.49

Diluted earnings per share from continuing operations	$	0.63	$	0.58	$	0.48

(1)	For the years ended December 31, 2012, 2011 and 2010, a total of 8,202, 6,429 and 5,382 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 (Tables)

12 Months Ended

Dec. 31, 2012

Supplemental Cash Flow Disclosures [Abstract]

Cash paid for interest and income taxes

Cash paid for interest and income taxes during the years ended December 31, 2012, 2011, and 2010 was as follows (in thousands):


	2012		2011		2010
Interest	$	12,352	$	13,020	$	7,822

Income taxes	$	16,250	$	22,377	$	18,412

Non-cash consideration paid for business acquisitions and intangible assets

Non-cash investing and financing activities during the years ended December 31, 2012, 2011 and 2010 were as follows (in thousands):


	2012		2011		2010
Business acquisitions, including contingent consideration earned	$	12,603	$	19,601	$	19,115

Estimated contingent purchase price payable	$	15,659	$	9,735	$	11,689

- Definition

Tabular disclosure of acquisition of assets or a business through noncash (or part noncash) transactions. Noncash is defined as information about all investing and financing activities of an enterprise during a period that affect recognized assets or liabilities but that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Disclosure may include the equity interest acquired, value of assets acquired, value of liabilities acquired, net monetary assets acquired, number of shares, warrants or options issued as consideration for a business or asset acquired and other information necessary to a fair presentation.

+ References + Details

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2012

Business Acquisition [Line Items]

Additions to goodwill, client lists and other intangible assets resulting from acquisitions and contingent consideration earned on prior period acquisitions


	2012		2011
Goodwill	$	63,428	$	35,647

Client lists	$	43,095	$	12,129

Other intangible assets	$	1,592	$	512

Acquisition acquired activities


	Twelve Months Ended December 31, 2012
	Consolidated As Reported		Pro Forma Adjustments		Pro Forma Consolidated
Revenue	$	766,094	$	48,808	$	814,902
Net income	$	31,146	$	4,917	$	36,063
Earnings per share:
Basic	$	0.63	$	0.10	$	0.73
Diluted	$	0.63	$	0.10	$	0.73
Weighted average common shares outstanding:
Basic		49,002		508		49,510
Diluted		49,252		492		49,744

Meridian Insurance Group, LLC (Meridian), Primarily Care, Inc. (PCI) Stoltz and Company, LTD., L.L.P (Stoltz), Trinity Risk Advisors, Inc.(Trinity), Strategic Employee Benefit Services-The Pruett Group, Inc. (SEBS-Pruett), ProMedical, Inc. (ProMedical), the employee benefit division of Leavitt Pacific Insurance Brokers, Inc. (Leavitt), Diversified Industries, Inc. d/b/a Payroll Control Systems (PCS) and PHBV Partners, L.L.P. (PHBV) [Member]

Business Acquisition [Line Items]

Allocated preliminary aggregate purchase price of acquisitions

The preliminary aggregate purchase price for these acquisitions, pending final working capital adjustments, was allocated as follows (in thousands):


Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash	$	422
Funds held for clients		39,193
Accounts receivable, net		8,275
Fixed assets and other		690
Identifiable intangible assets		42,372
Accrued liabilities		(5,393	)
Client fund obligations		(39,193	)
Deferred tax liability		(1,236	)

Total identifiable net assets	$	45,130
Goodwill		62,931

Aggregate purchase price	$	108,061

Thompson Dunavant PLC, Multiple Benefit Services, Inc. (MBS), Gresham Smith LLC and Atlantic MDR, LLC (d/b/a Advantage Benefit Planning) (ABP) [Member]

Business Acquisition [Line Items]

Allocated preliminary aggregate purchase price of acquisitions

The 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, net		3,606
Fixed assets and other		437
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

Goldstein Lewin & Company, National Benefit Alliance, South Winds, Inc. (d/b/a Benexx) and Kirkland, Russ, Murphy & Tapp [Member]

Business Acquisition [Line Items]

Allocated preliminary aggregate purchase price of acquisitions

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	$	1,294
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

- Definition

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

+ References + Details

Discontinued Operations and Divestitures (Tables)

12 Months Ended

Dec. 31, 2012

Discontinued Operations and Divestitures [Abstract]

Loss from discontinued operations, net of tax


	2012			2011			2010
Revenue	$	—		$	943		$	5,586

Loss from operations of discontinued operations before income tax benefit	$	(32	)	$	(957	)	$	(4,408	)
Income tax benefit		13			366			1,740

Loss from operations of discontinued operations, net of tax	$	(19	)	$	(591	)	$	(2,668	)

Gains (losses) on the disposals of discontinued operations

Gains (losses) on disposals of discontinued operations for the years ended December 31 2012, 2011 and 2010 were as follows (in thousands):


	2012			2011			2010
Gain (loss) on disposal of discontinued operations, before income tax (expense) benefit	$	142		$	207		$	(1,785	)
Income tax (expense) benefit		(52	)		(193	)		812

Gain (loss) on disposal of discontinued operations, net of tax	$	90		$	14		$	(973	)

Assets and liabilities


	2012		2011
Assets:
Accounts receivable, net	$	—	$	38
Other current assets		267		521

Assets of discontinued operations	$	267	$	559

Liabilities:
Other current liabilities	$	173	$	199

Liabilities of discontinued operations	$	173	$	199

Quarterly Financial Data (Tables)

12 Months Ended

Dec. 31, 2012

Quarterly Financial Data [Abstract]

Summary of unaudited quarterly results of operations

The following is a summary of the unaudited quarterly results of operations for the years ended December 31, 2012 and 2011 (in thousands, except per share amounts).


	2012
	March 31,			June 30,			September 30,			December 31,
Revenue	$	220,827		$	188,606		$	183,800		$	172,861
Operating expenses		180,005			166,691			167,146			166,353

Gross margin		40,822			21,915			16,654			6,508
Corporate general and administrative		10,544			7,638			7,625			4,615

Operating income		30,278			14,277			9,029			1,893
Other income (expense):
Interest expense		(4,122	)		(4,146	)		(3,884	)		(4,110	)
Gain on sale of operations, net		2,589			50			21			106
Other income (expense), net		3,438			(840	)		2,570			3,254

Total other income (expense), net		1,905			(4,936	)		(1,293	)		(750	)

Income from continuing operations before income tax expense (benefit)		32,183			9,341			7,736			1,143
Income tax expense (benefit)		13,416			3,512			2,458			(58	)

Income from continuing operations		18,767			5,829			5,278			1,201
(Loss) income from operations of discontinued operations, net of tax		(4	)		1			(3	)		(13	)
Gain on disposal of discontinued operations, net of tax		22			18			32			18

Net income	$	18,785		$	5,848		$	5,307		$	1,206

Earnings per share:
Basic:
Continuing operations	$	0.38		$	0.12		$	0.11		$	0.02
Discontinued operations		—			—			—			—

Net income	$	0.38		$	0.12		$	0.11		$	0.02

Diluted:
Continuing operations	$	0.38		$	0.12		$	0.11		$	0.02
Discontinued operations		—			—			—			—

Net income	$	0.38		$	0.12		$	0.11		$	0.02

Basic weighted average common shares		49,103			49,041			48,895			48,967

Diluted weighted average common shares		49,531			49,244			49,109			49,326

These items are included in “Other income (expense), net” in the consolidated statements of comprehensive income.


	2011
	March 31,			June 30,			September 30,			December 31,
Revenue	$	210,069		$	183,464		$	177,349		$	162,923
Operating expenses		169,727			160,395			154,345			159,802

Gross margin		40,342			23,069			23,004			3,121
Corporate general and administrative		9,560			6,744			8,079			7,200

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 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) gain 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	$	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	$	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

(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.

Segment Disclosures (Tables)

12 Months Ended

Dec. 31, 2012

Segment Disclosures [Abstract]

Schedule of Revenue from External Customers

CBIZ operates in the United States and Canada and revenue generated from such operations during the years ended December 31, 2012, 2011 and 2010 was as follows (in thousands):


	Year Ended December 31,
	2012		2011		2010
United States	$	764,439	$	732,140	$	728,850
Canada		1,655		1,665		1,551

Total Revenue	$	766,094	$	733,805	$	730,401

Summary of Segment information

Segment information for the years ended December 31, 2012, 2011 and 2010 was as follows (in thousands):


	Year Ended December 31, 2012
	Financial Services			Employee Services			MMP		National Practices			Corporate and Other			Total
Revenue	$	411,735		$	186,217		$	138,016	$	30,126		$	—		$	766,094
Operating expenses		359,166			155,311			123,264		26,713			15,741			680,195

Gross margin		52,569			30,906			14,752		3,413			(15,741	)		85,899
Corporate general & admin		—			—			—		—			30,422			30,422

Operating income (loss)		52,569			30,906			14,752		3,413			(46,163	)		55,477
Other income (expense):
Interest expense		—			(30	)		—		—			(16,232	)		(16,262	)
Gain on sale of operations, net		—			—			—		—			2,766			2,766
Other income, net		2,063			1,086			208		2			5,063			8,422

Total other income (expense)		2,063			1,056			208		2			(8,403	)		(5,074	)

Income (loss) from continuing operations before income tax expense	$	54,632		$	31,962		$	14,960	$	3,415		$	(54,566	)	$	50,403


	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			144,528			124,790		26,222			11,425			644,269

Gross margin		53,928			26,677			16,256		4,100			(11,425	)		89,536
Corporate general & admin		—			—			—		—			31,583			31,583

Operating income (loss)		53,928			26,677			16,256		4,100			(43,008	)		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 (expense), 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		$	27,429		$	16,504	$	4,110		$	(55,028	)	$	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, 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

- Definition

Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.

+ References + Details

Organization and Summary of Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2012
Buildings [Member] \| Maximum [Member]
Summary of estimated useful lives property and equipment
Property, plant and equipment, Useful life	40 years
Buildings [Member] \| Minimum [Member]
Summary of estimated useful lives property and equipment
Property, plant and equipment, Useful life	25 years
Furniture and fixtures [Member] \| Maximum [Member]
Summary of estimated useful lives property and equipment
Property, plant and equipment, Useful life	10 years
Furniture and fixtures [Member] \| Minimum [Member]
Summary of estimated useful lives property and equipment
Property, plant and equipment, Useful life	5 years
Capitalized software [Member] \| Maximum [Member]
Summary of estimated useful lives property and equipment
Property, plant and equipment, Useful life	7 years
Capitalized software [Member] \| Minimum [Member]
Summary of estimated useful lives property and equipment
Property, plant and equipment, Useful life	2 years
Equipment [Member] \| Maximum [Member]
Summary of estimated useful lives property and equipment
Property, plant and equipment, Useful life	7 years
Equipment [Member] \| Minimum [Member]
Summary of estimated useful lives property and equipment
Property, plant and equipment, Useful life	3 years

Organization and Summary of Significant Accounting Policies (Details Textual) $ in Millions	12 Months Ended
	Dec. 31, 2012 USD ($) Practice_Groups	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)
Organization and Summary of Significant Accounting Policies (Textual) [Abstract]
Intangible assets amortization period	8 years 4 months 24 days
Organization and Summary of Significant Accounting Policies (Additional Textual) [Abstract]
Number of practice groups \| Practice_Groups	4
Contract payment terms	90 days
Total personnel costs	$ 507.7	$ 476.0	$ 481.7
Total occupancy costs	45.0	44.4	45.5
Administrative service agreements [Member]
Organization and Summary of Significant Accounting Policies (Textual) [Abstract]
Fees earned under administrative service agreement	$ 116.1	$ 109.1	$ 110.1
Stock options [Member]
Organization and Summary of Significant Accounting Policies (Textual) [Abstract]
Option vesting term	4 years
Maximum [Member]
Organization and Summary of Significant Accounting Policies (Textual) [Abstract]
Intangible assets amortization period	15 years
Minimum [Member]
Organization and Summary of Significant Accounting Policies (Textual) [Abstract]
Intangible assets amortization period	2 years
Software [Member] \| Maximum [Member]
Organization and Summary of Significant Accounting Policies (Textual) [Abstract]
Intangible assets amortization period	7 years
Software purchased or developed, estimated useful life	7 years
Software [Member] \| Minimum [Member]
Organization and Summary of Significant Accounting Policies (Textual) [Abstract]
Software purchased or developed, estimated useful life	2 years

Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
Accounts receivable, Net
Trade accounts receivable	$ 125,787	$ 113,143
Unbilled revenue, at net realizable value	41,005	33,150
Total accounts receivable	166,792	146,293
Allowance for doubtful accounts	(11,819)	(9,220)
Accounts receivable, net	$ 154,973	$ 137,073

Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
Summary of Property and equipment, net
Total property and equipment	$ 106,133	$ 105,947
Accumulated depreciation and amortization	(85,742)	(84,145)
Property and equipment, net	20,391	21,802
Buildings and leasehold improvements [Member]
Summary of Property and equipment, net
Total property and equipment	18,683	19,155
Furniture and fixtures [Member]
Summary of Property and equipment, net
Total property and equipment	24,512	23,858
Capitalized software [Member]
Summary of Property and equipment, net
Total property and equipment	44,597	44,035
Equipment [Member]
Summary of Property and equipment, net
Total property and equipment	$ 18,341	$ 18,899

- Definition

The cumulative amount of depreciation, depletion and amortization (related to property, plant and equipment, but not including land) that has been recognized in the income statement.

+ References + Details

Property and Equipment, Net (Details 1) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Depreciation and amortization expense related to property and equipment
Total depreciation and amortization expense	$ 6,137	$ 6,578	$ 7,300
Operating expenses [Member]
Depreciation and amortization expense related to property and equipment
Total depreciation and amortization expense	5,830	6,239	6,924
Corporate general and administrative expenses [Member]
Depreciation and amortization expense related to property and equipment
Total depreciation and amortization expense	$ 307	$ 339	$ 376

- Definition

The other noncash expense, not otherwise specified in the taxonomy, charged against earnings in the period to allocate the cost of tangible and intangible assets over their remaining economic lives.

+ References + Details

Property and Equipment, Net (Details Textual) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Property and Equipment Net (Textual) [Abstract]
Amortization of capitalized software	$ 1.5	$ 2.0	$ 2.2

Goodwill and Other Intangible Assets, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Components of goodwill and other intangible assets, net
Goodwill	$ 440,709	$ 377,281	$ 344,086
Intangibles:
Total intangibles	178,343	138,363
Total goodwill and other intangibles assets	619,052	515,644
Accumulated amortization:
Total accumulated amortization	(67,833)	(57,304)
Goodwill and other intangible assets, net	551,219	458,340
Client lists [Member]
Intangibles:
Total intangibles	168,699	128,537
Accumulated amortization:
Total accumulated amortization	(62,115)	(50,969)
Other intangibles [Member]
Intangibles:
Total intangibles	9,644	9,826
Accumulated amortization:
Total accumulated amortization	$ (5,718)	$ (6,335)

Goodwill and Other Intangible Assets, Net (Details 1) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Changes in the carrying amount of goodwill by operating segment
Goodwill	$ 440,709	$ 377,281	$ 344,086
Additions	63,428	35,647
Divestitures		(2,452)
Financial Services [Member]
Changes in the carrying amount of goodwill by operating segment
Goodwill	259,783	233,163	203,441
Additions	26,620	30,002
Divestitures		(280)
Employee Services [Member]
Changes in the carrying amount of goodwill by operating segment
Goodwill	115,098	82,605	79,132
Additions	32,493	5,645
Divestitures		(2,172)
Medical Management Professionals [Member]
Changes in the carrying amount of goodwill by operating segment
Goodwill	64,162	59,847	59,847
Additions	4,315
Divestitures
National Practices [Member]
Changes in the carrying amount of goodwill by operating segment
Goodwill	1,666	$ 1,666	$ 1,666
Divestitures

- Definition

Carrying amount as of the balance sheet date, which is the cumulative amount paid and (if applicable) the fair value of any noncontrolling interest in the acquiree, adjusted for any amortization recognized prior to the adoption of any changes in generally accepted accounting principles (as applicable) and for any impairment charges, in excess of the fair value of net assets acquired in one or more business combination transactions.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=14024403&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 45
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6388280&loc=d3e13770-109266

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 45
-Subparagraph e
-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 Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 43
-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 Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 72
-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 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 45
-Subparagraph e
-Clause 1
-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 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 68
-Subparagraph l
-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
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 34
-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

Goodwill and Other Intangible Assets, Net (Details 2) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Amortization expense related to client lists and other intangible assets
Total amortization expense	$ 15,258	$ 13,767	$ 13,032
Operating expenses [Member]
Amortization expense related to client lists and other intangible assets
Total amortization expense	15,242	13,750	13,016
Corporate general and administrative expenses [Member]
Amortization expense related to client lists and other intangible assets
Total amortization expense	$ 16	$ 17	$ 16

Goodwill and Other Intangible Assets, Net (Details 3) $ in Thousands	Dec. 31, 2012 USD ($)
Amortization expense for existing client lists and other intangible assets
2013	$ 17,122
2014	16,569
2015	15,219
2016	13,337
2017	$ 12,309

Goodwill and Other Intangible Assets, Net (Details Textual) $ in Thousands	12 Months Ended
	Dec. 31, 2012 USD ($) Business	Dec. 31, 2011 USD ($)
Goodwill and Other Intangible Assets Net (Textual) [Abstract]
Additions to goodwill	$ 62,900	$ 16,900
Decrease to goodwill resulting from business divestiture		2,452
Finite-Lived Intangible Asset, Useful Life	8 years 4 months 24 days
Number of Business Divested \| Business	0
Client lists [Member]
Goodwill and Other Intangible Assets Net (Textual) [Abstract]
Remaining weighted average amortization period remaining for total intangible assets	8 years 7 months 6 days
Other intangibles assets [Member]
Goodwill and Other Intangible Assets Net (Textual) [Abstract]
Finite-Lived Intangible Asset, Useful Life	4 years
Financial Services [Member]
Goodwill and Other Intangible Assets Net (Textual) [Abstract]
Additions to goodwill	$ 26,100	11,200
Decrease to goodwill resulting from business divestiture		280
Employee Services [Member]
Goodwill and Other Intangible Assets Net (Textual) [Abstract]
Additions to goodwill	32,500	5,700
Decrease to goodwill resulting from business divestiture		$ 2,172
Medical Management Professionals [Member]
Goodwill and Other Intangible Assets Net (Textual) [Abstract]
Additions to goodwill	4,300
Decrease to goodwill resulting from business divestiture
Maximum [Member]
Goodwill and Other Intangible Assets Net (Textual) [Abstract]
Finite-Lived Intangible Asset, Useful Life	15 years
Maximum [Member] \| Other intangibles assets [Member]
Goodwill and Other Intangible Assets Net (Textual) [Abstract]
Finite-Lived Intangible Asset, Useful Life	10 years
Minimum [Member]
Goodwill and Other Intangible Assets Net (Textual) [Abstract]
Finite-Lived Intangible Asset, Useful Life	2 years
Minimum [Member] \| Other intangibles assets [Member]
Goodwill and Other Intangible Assets Net (Textual) [Abstract]
Finite-Lived Intangible Asset, Useful Life	2 years

Financial Instruments (Details) - USD ($) $ in Thousands	12 Months Ended
Financial Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
Summary of bond activity
Fair value at January 1	$ 30,923	$ 15,255
Purchases	5,742	19,643
Sales	(2,000)	(3,000)
Maturities and calls	(4,900)	(1,916)
(Decrease) increase in bond premium	(290)	914
Fair market value adjustment	301	27
Fair value at December 31	$ 29,776	$ 30,923

Financial Instruments (Details 1) - Interest rate swap [Member] - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
Notional Amount of Derivatives
Notional Amount	$ 40,000
Other non-current liabilities [Member]
Derivative fair value, net
Fair Value	(817)	$ (670)
Notional Amount of Derivatives
Notional Amount	$ 40,000	$ 40,000

Financial Instruments (Details 2) - Interest rate swap [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Summary of effects of interest rate swaps
Loss Recognized in AOCL, net of tax	$ (93)	$ (412)
Interest expense [Member]
Summary of effects of interest rate swaps
Loss Reclassified from AOCL into Expense	$ 387	$ 266

Financial Instruments (Details Textual) $ in Thousands	3 Months Ended								12 Months Ended
Financial Instruments (Details Textual) $ in Thousands	Dec. 31, 2012 USD ($) Investment	Sep. 30, 2012 USD ($)	Jun. 30, 2012 USD ($)	Mar. 31, 2012 USD ($)	Dec. 31, 2011 USD ($) Investment	Sep. 30, 2011 USD ($)	Jun. 30, 2011 USD ($)	Mar. 31, 2011 USD ($)	Dec. 31, 2012 USD ($) Investment	Dec. 31, 2011 USD ($) Investment	Dec. 31, 2010 USD ($)
Financial Instruments (Textual) [Abstract]
Other income, net	$ 3,254	$ 2,570	$ (840)	$ 3,438	$ 4,851	$ (4,510)	$ 27	$ 3,081	$ 8,422	$ 3,449	$ 3,532
Financial Instruments (Additional Textual) [Abstract]
Corporate and municipal bonds	$ 28,200				$ 29,400				$ 28,200	$ 29,400
Maturity dates of bonds, start date									2013-01
Maturity dates of bonds, end date									2017-12
Interest at a fixed rate	1.41%								1.41%
Interest rate swap [Member]
Financial Instruments (Textual) [Abstract]
Notional value	$ 40,000								$ 40,000
Interest rate swap description									Interest that varies with the three-month LIBOR
Auction Rate Securities [Member]
Financial Instruments (Textual) [Abstract]
Number of investment sold \| Investment										3
Other income, net										$ 100
Number of investment remaining \| Investment	0				0				0	0
June 2014 [Member] \| Interest rate swap [Member]
Financial Instruments (Textual) [Abstract]
Notional value	$ 25,000								$ 25,000
Interest rate swap expiration date									2014-06
June 2015 [Member] \| Interest rate swap [Member]
Financial Instruments (Textual) [Abstract]
Notional value	$ 15,000								$ 15,000
Interest rate swap expiration date									2015-06

Fair Value Measurements (Details) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Summary of assets and liabilities measured at fair value on a recurring basis
Corporate and municipal bonds	$ 29,776	$ 30,923	$ 15,255
Level 1 [Member]
Summary of assets and liabilities measured at fair value on a recurring basis
Deferred compensation plan assets	39,779	33,585
Corporate and municipal bonds	29,776	30,923
Level 2 [Member]
Summary of assets and liabilities measured at fair value on a recurring basis
Interest rate swaps	(817)	(670)
Level 3 [Member]
Summary of assets and liabilities measured at fair value on a recurring basis
Contingent purchase price liabilities	$ (30,012)	$ (25,325)

- Definition

Assets, usually stocks, bonds, and other investments, that have been segregated and restricted (usually in a trust) to provide benefits, at their fair value as of the measurement date. Plan assets include amounts contributed by the employer (and by employees for a contributory plan) and amounts earned from investing the contributions, less benefits paid. If a plan has liabilities other than for benefits, those non-benefit obligations may be considered as reductions of plan assets.

+ References + Details

Fair Value Measurements (Details 1) - Level 3 [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Change in fair values of assets and liabilities identified as level 3
Beginning balance	$ (25,325)
Ending balance	(30,012)	$ (25,325)
Auction Rate Securities [Member]
Change in fair values of assets and liabilities identified as level 3
Beginning balance		10,216
Sales of auction rate securities		(10,980)
Unrealized gains included in accumulated other comprehensive loss		664
Increase in expected cash flows of OTTI investment		100
Contingent Purchase Price Payable [Member]
Change in fair values of assets and liabilities identified as level 3
Beginning balance	(25,325)	(17,265)
Additions from business acquisitions	(17,611)	(13,404)
Payment of contingent purchase price payable	11,970	2,051
Change in fair value of contingency	1,135	3,479
Change in net present value of contingency	(181)	(186)
Ending balance	$ (30,012)	$ (25,325)

Fair Value Measurements (Details 2) - Auction Rate Securities [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2011 USD ($)
Rollforward of the pre-tax credit losses recognized in earnings related to this ARS
Balance at beginning of the year	$ 2,132
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 end of the year

Fair Value Measurements (Details 3) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
2006 Notes [Member]
Financial instruments
Carrying Value	$ 750	$ 750
Fair Value	750	750
2010 Notes [Member]
Financial instruments
Carrying Value	121,666	119,028
Fair Value	$ 135,181	$ 141,690

Fair Value Measurements (Details Textual) - USD ($)	12 Months Ended
Fair Value Measurements (Details Textual) - USD ($)	Dec. 31, 2012	Dec. 31, 2011
Fair Value Measurements (Textual) [Abstract]
Unrealized losses on sale of securities		$ 700,000
Fair Value Measurements, Inter-transfers between Levels	$ 0	0
Maximum [Member]
Fair Value Measurements (Textual) [Abstract]
Business Combination Contingent Consideration Liability Extended Term	6 years
Minimum [Member]
Fair Value Measurements (Textual) [Abstract]
Business Combination Contingent Consideration Liability Extended Term	3 years
Auction Rate Securities [Member]
Fair Value Measurements (Textual) [Abstract]
Gain on Sale of Investment		$ 100,000

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Summary of income from continuing operations before income taxes
United States									$ 50,216	$ 46,790	$ 44,993
Foreign (Canada)									187	177	179
Income from continuing operations before income tax expense	$ 1,143	$ 7,736	$ 9,341	$ 32,183	$ (3,124)	$ 6,453	$ 11,947	$ 31,691	$ 50,403	$ 46,967	$ 45,172

Income Taxes (Details 1) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
Income Taxes (Details 1) - USD ($) $ in Thousands	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Current:
Federal									$ 17,613	$ 17,645	$ 15,789
Foreign									47	34	68
State and local									3,414	3,709	3,232
Total									21,074	21,388	19,089
Deferred:
Federal									(1,116)	(2,580)	(2,137)
State and local									(630)	(425)	65
Total									(1,721)	(2,899)	(2,079)
Total income tax expense from continuing operations	$ (58)	$ 2,458	$ 3,512	$ 13,416	$ (1,913)	$ 1,614	$ 5,095	$ 13,587	19,328	18,383	17,017
Operations of discontinued operations:
Current									(38)	(472)	(1,733)
Deferred									25	106	(7)
Total									(13)	(366)	(1,740)
Gain (loss) on disposal of discontinued operations:
Current									53	193	(812)
Total income tax expense (benefit) from discontinued operations									40	(173)	(2,552)
Total income tax expense									$ 19,368	$ 18,210	$ 14,465

Income Taxes (Details 2) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
Income Taxes (Details 2) - USD ($) $ in Thousands	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Provision for income taxes attributable to income from continuing operations
Tax at statutory rate (35%)									$ 17,641	$ 16,438	$ 15,810
State taxes (net of federal benefit)									1,637	2,044	1,875
Business meals and entertainment - non-deductible									717	659	627
Reserves for uncertain tax positions									(432)	(844)	(1,284)
Other, net									(235)	86	(11)
Total income tax expense from continuing operations	$ (58)	$ 2,458	$ 3,512	$ 13,416	$ (1,913)	$ 1,614	$ 5,095	$ 13,587	$ 19,328	$ 18,383	$ 17,017
Effective income tax rate									38.30%	39.10%	37.70%

Income Taxes (Details 3) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
Deferred tax assets:
Net operating loss carryforwards	$ 2,430	$ 2,807
Allowance for doubtful accounts	2,799	2,484
Employee benefits and compensation	24,635	20,773
Lease costs	3,703	3,667
State tax credit carryforwards	2,357	2,443
Installment sales		1,166
Other deferred tax assets	2,243	2,104
Total gross deferred tax assets	38,167	35,444
Less: valuation allowance	(1,237)	(2,363)
Total deferred tax assets, net	36,930	33,081
Deferred tax liabilities:
Property and equipment depreciation		434
Accrued interest	9,633	10,611
Client list amortization	6,425	6,070
Goodwill and other intangibles	12,512	7,897
Contingent purchase price liabilities	2,476	1,818
Other deferred tax liabilities	361	88
Total gross deferred tax liabilities	31,407	26,918
Net deferred tax asset	$ 5,523	$ 6,163

Income Taxes (Details 4) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details 4) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Summary of reconciliation of the beginning and ending amount of unrecognized tax benefits
Beginning Balance	$ 3,979	$ 4,794	$ 6,103
Additions for tax positions of the current year	212	188	725
Additions for tax positions of prior years	323	103
Reclassification from other balance sheet accounts
Reductions for tax positions of prior years		(260)
Settlements			(217)
Lapse of statutes of limitation	(896)	(846)	(1,817)
Ending Balance	$ 3,618	$ 3,979	$ 4,794

Income Taxes (Details Textual) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details Textual) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Taxes (Textual) [Abstract]
Income tax benefits associated with exercise of non-qualified stock options and restricted stock	$ (1,057)	$ 76	$ 54
Decrease in valuation allowance due to state net operating loss and tax credit carryforwards	1,100	100
Changes in Valuation allowance related to NOL	600
Changes in Valuation allowance related to state income tax carry forwards	500
State net operating loss carryforwards	52,500
State tax credit carryforwards	2,357	2,443
Unrecognized tax benefits that would impact effective tax rate	2,300
Reductions in the liability for unrecognized tax benefits due to expiration of statues of limitation	896	846	$ 1,817
Accrued interest expense	200	200
Liability for interest expense	300	300
Liability for penalties	$ 100	$ 100
Statutory income tax rate	35.00%

Borrowing Arrangements (Details) - USD ($)	12 Months Ended
Borrowing Arrangements (Details) - USD ($)	Dec. 31, 2012	Dec. 31, 2011	Jun. 01, 2011	Sep. 27, 2010	May 30, 2006
2010 Convertible Senior Subordinated Notes [Member]
Carrying amount of debt and equity components
Principal amount of notes	$ 130,000,000	$ 130,000,000		$ 1,000
Unamortized discount	(8,334,000)	(10,972,000)
Net carrying amount	121,666,000	119,028,000
Additional paid-in-capital, net of tax	8,555,000	8,555,000
2006 Convertible Senior Subordinated Notes [Member]
Carrying amount of debt and equity components
Principal amount of notes	750,000	750,000	$ 750,000		$ 1,000
Unamortized discount
Net carrying amount	750,000	750,000
Additional paid-in-capital, net of tax	$ 11,425,000	$ 11,425,000

Borrowing Arrangements (Details 1) - USD ($) $ in Thousands	12 Months Ended
Borrowing Arrangements (Details 1) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Recognized interest expense on 2010 Notes and 2006 Notes
Contractual coupon interest	$ 6,361	$ 6,873
Amortization of discount	2,638	3,201
Amortization of deferred financing costs	4,227	4,820	$ 5,462
Total interest expense	$ 9,719	$ 10,883

Borrowing Arrangements (Details 2)	12 Months Ended
Borrowing Arrangements (Details 2)	Dec. 31, 2012	Dec. 31, 2011
Summary of unsecured credit facility
Weighted average rates	3.15%	3.27%
Range of effective rates, minimum	2.68%	2.43%
Range of effective rates, maximum	3.91%	5.75%

Borrowing Arrangements (Details Textual)			1 Months Ended			12 Months Ended
Borrowing Arrangements (Details Textual)	Apr. 11, 2011	Jun. 04, 2010 USD ($) Participating_Banks	Sep. 30, 2010 USD ($)	Sep. 27, 2010 USD ($) $ / shares	May 30, 2006 USD ($) $ / shares	Dec. 31, 2012 USD ($) Debt_Arrangements	Dec. 31, 2011 USD ($)	Jun. 30, 2011 USD ($)	Jun. 01, 2011 USD ($)
Borrowing Arrangements (Additional Textual) [Abstract]
Primary debt arrangements \| Debt_Arrangements						2
Unsecured credit facility		$ 275,000,000				$ 275,000,000
Group of participating banks \| Participating_Banks		7
Proceeds from convertible notes used to repurchase common stock			$ 30,000,000
Maturity of credit facility, extended period	1 year
Outstanding balance under credit facility						208,900,000	$ 145,000,000
Approximately available funds under credit facility						61,700,000
Maturity date of credit facility	2015-06
2010 Convertible Senior Subordinated Notes [Member]
Borrowing Arrangements (Textual) [Abstract]
Convertible Senior Subordinated Notes				$ 130,000,000		130,000,000
Interest rate on Notes				4.875%
Notes payable terms				Semi-annually in arrears on April 1 and October 1 beginning April 1, 2011
Notes payable beginning date				Apr. 01, 2011
Maturity date of Notes				Oct. 01, 2015
Rate for conversion of notes into common stock				134.9255
Initial conversion price per share \| $ / shares				$ 7.41
Principal amount of notes				$ 1,000		$ 130,000,000	130,000,000
Conversion value lesser than principal amount				1,000
Conversion value exceeds principal amount				$ 1,000
Percentage of principal amount for calculation of repurchase price				100.00%
Amortized discount at annual effective rate				7.50%
Discount, period of issuance				5 years
Remaining period for amortization of discount						33 months
2006 Convertible Senior Subordinated Notes [Member]
Borrowing Arrangements (Textual) [Abstract]
Convertible Senior Subordinated Notes					$ 100,000,000
Interest rate on Notes					3.125%
Notes payable terms					semi-annually in arrears on each June 1 and December 1
Maturity date of Notes						Jun. 01, 2026
Rate for conversion of notes into common stock					94.1035
Initial conversion price per share \| $ / shares					$ 10.63
Principal amount of notes					$ 1,000	$ 750,000	$ 750,000		$ 750,000
Conversion value lesser than principal amount					1,000
Conversion value exceeds principal amount					$ 1,000
Percentage of principal amount for calculation of repurchase price				100.00%
Convertible notes retired			$ 60,000,000	$ 60,000,000				$ 39,300,000	$ 39,300,000

Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
Accumulated Other Comprehensive Loss [Abstract]
Net unrealized gains on available-for-sale securities, net of income tax expense of $134 and $14, respectively	$ 201	$ 20
Net unrealized loss on interest rate swap, net of income tax benefit of $302 and $248, respectively	(515)	(422)
Foreign currency translation	(439)	(377)
Accumulated other comprehensive loss	$ (753)	$ (779)

- Definition

Accumulated change, net of tax, in accumulated gains and losses from derivative instruments designated and qualifying as the effective portion of cash flow hedges. Includes an entity's share of an equity investee's Increase or Decrease in deferred hedging gains or losses.

+ References + Details

- Definition

Accumulated adjustment, net of tax, that results from the process of translating subsidiary financial statements and foreign equity investments into the reporting currency from the functional currency of the reporting entity, net of reclassification of realized foreign currency translation gains or losses.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 14
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-Number 52
-Paragraph 12, 13
-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
-Publisher FASB
-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 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 12
-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 11: 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.

+ Details

- Definition

Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 31
-Article 5

Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-Name FASB Staff Position (FSP)
-Number FAS115-1/124-1
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 12
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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 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 14, 17, 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 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

+ Details

Accumulated Other Comprehensive Loss (Details 1) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Summary of other comprehensive income and tax impact
Net unrealized gain (loss) on available-for-sale securities, net of income tax expense (benefit) of $120, $276 and $(38)	$ 181	$ 638	$ (57)
Net unrealized (loss) gain on interest rate swaps, net of income tax (benefit) expense of $(54), $(242) and $64	(93)	(412)	110
Foreign currency translation	(62)	(65)	(71)
Total other comprehensive income (loss)	$ 26	$ 161	$ (18)

- Definition

Net of tax amount of other comprehensive income (loss) attributable to the parent entity.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 30
-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 AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
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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 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
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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

- Definition

Net of tax amount, before reclassification adjustments, of the change in accumulated gain (loss) from derivative instruments designated and qualifying as the effective portion of cash flow hedges. Also includes an entity's share of an equity investee's increase (decrease) in deferred hedging gain (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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-Paragraph 38
-Subparagraph c(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.

+ Details

Accumulated Other Comprehensive Loss (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Accumulated Other Comprehensive Loss (Textual) [Abstract]
Net unrealized gains on available for sale securities, income tax expense	$ 134	$ 14
Net unrealized loss on interest rate swaps, income tax benefit	302	248
Net unrealized gain (loss) on available-for-sale securities, net of income tax expense (benefit)	120	276	$ (38)
Net unrealized (loss) gain on interest rate swap, net of income taxes expense (benefit)	$ (54)	$ (242)	$ 64

Lease Commitments (Details) $ in Thousands	Dec. 31, 2012 USD ($)
Schedule of Future minimum cash commitments under operating leases
Gross Operating Lease Commitments, 2013	$ 37,167
Gross Operating Lease Commitments, 2014	29,976
Gross Operating Lease Commitments, 2015	25,900
Gross Operating Lease Commitments, 2016	22,876
Gross Operating Lease Commitments, 2017	16,956
Gross Operating Lease Commitments, Thereafter	25,940
Gross Operating Lease Commitments, Total	158,815
Sub-Leases, 2013	1,372
Sub-Leases, 2014	1,084
Sub-Leases, 2015	875
Sub-Leases, 2016	699
Sub-Leases, 2017
Sub-Leases, Thereafter
Sub-Leases, Total	4,030
Net Operating Lease Commitments, 2013	35,795
Net Operating Lease Commitments, 2014	28,892
Net Operating Lease Commitments, 2015	25,025
Net Operating Lease Commitments, 2016	22,177
Net Operating Lease Commitments, 2017	16,956
Net Operating Lease Commitments , Thereafter	25,940
Net Operating Lease Commitments, Total	$ 154,785

Lease Commitments (Details Textual) - USD ($) $ in Millions	12 Months Ended
Lease Commitments (Details Textual) - USD ($) $ in Millions	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Lease Commitments (Textual) [Abstract]
Rent expense incurred under operating lease	$ 39.2	$ 38.8	$ 39.8

Commitments and Contingencies (Details) $ in Millions	12 Months Ended
Commitments and Contingencies (Details) $ in Millions	Dec. 31, 2012 USD ($) Components Class_Member	Dec. 31, 2011 USD ($)
Commitments and Contingencies (Textual) [Abstract]
Letters of credit outstanding	$ 1.9	$ 5.2
Damages sought amount	$ 87.0
Commitments and Contingencies (Additional Textual) [Abstract]
Number of components in purchase price \| Components	2
Shares of CBIZ common stock restricted from sale period	1 year
License bonds outstanding amount	$ 2.7	1.6
Liability for the self-funded health insurance plan	$ 3.5	2.7
Number of Class Member Opted Out of Settlement Before Finalization \| Class_Member	18
Guarantor [Member]
Commitments and Contingencies (Textual) [Abstract]
Letters of credit outstanding	$ 1.9	5.2
Letters of credit [Member]
Commitments and Contingencies (Textual) [Abstract]
Letters of credit outstanding	2.5	$ 2.5
Ashkenazi [Member]
Commitments and Contingencies (Textual) [Abstract]
Damages sought amount	92.0
Victims Recovery [Member]
Commitments and Contingencies (Textual) [Abstract]
Damages sought amount	53.0
Marsh [Member]
Commitments and Contingencies (Textual) [Abstract]
Damages sought amount	$ 200.0

Consolidation and Integration Reserve (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Summary of Consolidation and Integration Reserve
Consolidation and Integration Reserve , Beginning Balance	$ 1,706	$ 2,037
Adjustments against income	800	831	$ 2,300
Payments	(1,222)	(1,162)
Consolidation and Integration Reserve , Ending Balance	$ 1,284	$ 1,706	$ 2,037

Consolidation and Integration Reserve (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Consolidation and Integration Reserve (Textual) [Abstract]
Lease consolidation and abandonment	$ 800	$ 831	$ 2,300

Employee Benefits (Details Textual) - USD ($) $ in Millions	12 Months Ended
Employee Benefits (Details Textual) - USD ($) $ in Millions	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Employee Benefits (Textual) [Abstract]
Maximum percentage of a participant's eligible compensation that a participating may elect to contribute, on a tax-deferred annually to the plan (as a percent) 50.00%	80.00%
Percentage of matching contribution made by company, of first 6% of participating employees contributions (as a percent)	50.00%
Percentage of participating employees contribution, matched 100% (as a percent)	6.00%
Employer contribution	$ 8.5	$ 7.9	$ 8.4
Deferred gains or (losses) of investment	$ 4.3	$ (0.4)	$ 3.7

Common Stock (Details Textual) - USD ($)	12 Months Ended
Common Stock (Details Textual) - USD ($)	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Jun. 30, 2011	Jun. 01, 2011	Sep. 30, 2010	Sep. 27, 2010	Sep. 16, 2010	Sep. 14, 2010	May 30, 2006
Common Stock (Textual) [Abstract]
Common stock, shares authorized	250,000,000	250,000,000
Common stock, par value	$ 0.01	$ 0.01
Common stock voting rights	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.
Registration statement declaration date	Aug. 04, 2006
Stock repurchase program authorized to be repurchased	1,000,000	1,400,000	1,100,000					4,578,894	7,716,669
Stock repurchase program cost	$ 371,080,000	$ 365,364,000						$ 25,100,000	$ 48,500,000
Payment for acquisition of treasury stock	$ (5,716,000)	(9,513,000)	$ (86,209,000)
Maximum [Member]
Common Stock (Textual) [Abstract]
Senior leverage ratio	200.00%
2006 Notes [Member]
Common Stock (Textual) [Abstract]
Convertible notes retired				$ 39,300,000	$ 39,300,000	$ 60,000,000	$ 60,000,000
Remaining convertible notes	$ 750,000	750,000			$ 750,000					$ 1,000
2010 Notes [Member]
Common Stock (Textual) [Abstract]
Remaining convertible notes	$ 130,000,000	$ 130,000,000					$ 1,000

Employee Share Plans (Details)	12 Months Ended
Employee Share Plans (Details)	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Schedule of fair value option award weighted average assumptions used
Expected volatility	32.86%	32.24%	32.70%
Expected option life (years)	4 years 10 months 6 days	4 years 10 months 6 days	4 years 7 months 10 days
Risk-free interest rate	0.78%	2.20%	2.05%
Expected dividend yield	0.00%	0.00%	0.00%

Employee Share Plans (Details 1) - USD ($) $ in Thousands	12 Months Ended
Employee Share Plans (Details 1) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Schedule of share-based compensation awards
Stock options	$ 2,981	$ 3,137	$ 2,936
Restricted stock awards	2,907	2,817	2,370
Total stock-based compensation expense before income tax benefit	$ 5,888	$ 5,954	$ 5,306

Employee Share Plans (Details 2) shares in Thousands	12 Months Ended
Employee Share Plans (Details 2) shares in Thousands	Dec. 31, 2012 USD ($) $ / shares shares
Stock award activity
Outstanding at Dec 31, 2011, Number of Options \| shares	6,825
Granted, Number of Options \| shares	1,465
Exercised, Number of Options \| shares	0
Expired or canceled, Number of Options \| shares	(749)
Outstanding at Dec 31, 2012 , Number of Options \| shares	7,541
Vested and exercisable at Dec 31, 2012 \| shares	3,965
Outstanding at beginning of year, Weighted Average Exercise Price Per Share \| $ / shares	$ 7.54
Granted, Weighted Average Exercise Price Per Share \| $ / shares	5.87
Exercised or released, Weighted Average Exercise Price Per Share \| $ / shares
Expired or canceled, Weighted Average Exercise Price Per Share \| $ / shares	7.87
Outstanding at December 31, 2012, Weighted Average Exercise Price Per Share \| $ / shares	7.18
Vested and exercisable, Weighted Average Exercise Price at Dec 31, 2012 \| $ / shares	$ 7.64
Weighted Average Remaining Contractual Term , Outstanding	3 years 1 month 13 days
Weighted Average Remaining Contractual Term , Vested and Exercisable at Dec 31, 2012	1 year 11 months 27 days
Aggregate Intrinsic value, Outstanding Beginning Balance \| $
Aggregate Intrinsic value, Granted \| $
Aggregate Intrinsic value, Exercised \| $
Aggregate Intrinsic value, Expired or canceled \| $
Aggregate Intrinsic value, Outstanding Ending Balance \| $
Aggregate Intrinsic value, Vested and exercisable at Dec 31, 2012 \| $

Employee Share Plans (Details 3) - Restricted stock awards [Member] shares in Thousands	12 Months Ended
	Dec. 31, 2012 $ / shares shares
Roll forward of RSU activity
Non-vested at December 31, 2011 , Number of shares \| shares	983
Granted, Number of Shares \| shares	498
Vested, Number of Shares \| shares	(394)
Forfeited, Number of Shares \| shares	(9)
Non-vested at December 31, 2012 , Number of shares \| shares	1,078
Non-vested at December 31, 2011, Weighted Average Grant-Date Fair Value \| $ / shares	$ 7.30
Granted, Weighted Average Grant-Date Fair Value \| $ / shares	5.99
Vested, Weighted Average Grant-Date Fair Value \| $ / shares	7.39
Forfeited Weighted Average Grant-Date Fair Value \| $ / shares	7.18
Non- vested at December 31, 2012, Weighted Average Grant-Date Fair Value \| $ / shares	$ 6.66

Employee Share Plans (Details Textual) shares in Thousands	12 Months Ended
Employee Share Plans (Details Textual) shares in Thousands	Dec. 31, 2012 USD ($) Person shares	Dec. 31, 2011 USD ($) Person shares	Dec. 31, 2010 USD ($) Person
Employee Share Plans (Textual) [Abstract]
Holding period of stock	1 year
Number of shares of common stock purchased \| shares	250,000	250,000
Shares purchased under ESPP \| shares	200	200
Stock options Exercised \| shares	0
Aggregate intrinsic value of stock options exercised
Employee Stock Purchase Plan [Member]
Employee Share Plans (Textual) [Abstract]
Termination date of the Employee Stock Purchase Plan	Jun. 30, 2017
Price an employee pays for shares as percentage of fair market value	85.00%
Compensation expense	$ 200,000	$ 200,000
Employee Stock Purchase Plan [Member] \| Maximum [Member]
Employee Share Plans (Textual) [Abstract]
ESPP allows qualified employees to purchase shares of common stock	$ 25,000
Number of shares of common stock purchased \| shares	2,000
2002 Stock incentive plan [Member]
Employee Share Plans (Textual) [Abstract]
Stock awards outstanding expiry	2021
Share available for future grant \| shares	3,000
Stock options [Member]
Employee Share Plans (Textual) [Abstract]
Percentage of incremental vesting schedule	25.00%	25.00%	25.00%
Incremental vesting schedule period	4 years
Stock options expire	6 years
Options awarded under the plans vesting period	4 years
Percentage of voting power of all classes of stock of CBIZ	10.00%
Percentage of option price to fair market value	110.00%
Number of individuals with voting power excess of ten percent eligible to receive options \| Person	0	0	0
Weighted-average grant-date fair value of stock options granted	$ 2,500,000	$ 3,500,000	$ 3,000,000
Aggregate intrinsic value of stock options exercised		800,000	800,000
Unrecognized compensation cost for non-vested stock option	$ 7,400,000
Compensation cost for non-vested stock options weighted average period	1 year 4 months 24 days
Restricted stock awards [Member]
Employee Share Plans (Textual) [Abstract]
Maximum stock based compensation awards granted under the Plan \| shares	15,000
Compensation cost for non-vested stock options weighted average period	1 year 3 months 18 days
Unrecognized compensation cost for restricted stock awards	$ 7,200,000
Total fair value of shares vested during period	2,900,000	2,400,000	2,300,000
Market value of shares awarded during period	$ 3,000,000	$ 3,600,000	$ 2,600,000
Restricted stock awards [Member] \| Maximum [Member]
Employee Share Plans (Textual) [Abstract]
Options awarded under the plans vesting period	4 years
Restricted Stock Outstanding Release From Restriction Period Range	2016-05
Restricted stock awards [Member] \| Minimum [Member]
Employee Share Plans (Textual) [Abstract]
Options awarded under the plans vesting period	1 year
Restricted Stock Outstanding Release From Restriction Period Range	2012-02

Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Numerator:
Income from continuing operations	$ 1,201	$ 5,278	$ 5,829	$ 18,767	$ (1,211)	$ 4,839	$ 6,852	$ 18,104	$ 31,075	$ 28,584	$ 28,155
Basic
Weighted average common shares outstanding	48,967	48,895	49,041	49,103	48,854	49,525	49,615	49,322	49,002	49,328	57,692
Diluted
Stock options										61	106
Restricted stock awards									186	179	135
Contingent shares									64	31	260
Diluted weighted average common shares outstanding	49,326	49,109	49,244	49,531	48,854	49,920	49,958	49,755	49,252	49,599	58,193
Basic earnings per share from continuing operations	$ 0.02	$ 0.11	$ 0.12	$ 0.38	$ (0.02)	$ 0.10	$ 0.14	$ 0.37	$ 0.63	$ 0.58	$ 0.49
Diluted earnings per share from continuing operations	$ 0.02	$ 0.11	$ 0.12	$ 0.38	$ (0.02)	$ 0.10	$ 0.14	$ 0.36	$ 0.63	$ 0.58	$ 0.48

Earnings Per Share (Details Textual) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Earnings Per Share (Textual) [Abstract]
Stock based awards excluded from the calculation of diluted earnings per share	8,202	6,429	5,382
2006 Notes [Member]
Earnings Per Share (Textual) [Abstract]
Conversion price of debt issued	$ 10.63
2010 Notes [Member]
Earnings Per Share (Textual) [Abstract]
Conversion price of debt issued	$ 7.41

- Definition

Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Antidilution
-URI http://asc.fasb.org/extlink&oid=6505113

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Diluted Earnings Per Share
-URI http://asc.fasb.org/extlink&oid=6510752

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Contingent Stock Agreement
-URI http://asc.fasb.org/extlink&oid=6508534

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 40
-Subparagraph c
-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 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 13, 14
-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 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 07-4
-Paragraph 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 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 171
-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

Supplemental Cash Flow Disclosures (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cash paid for interest and income taxes
Interest	$ 12,352	$ 13,020	$ 7,822
Income taxes	$ 16,250	$ 22,377	$ 18,412

Supplemental Cash Flow Disclosures (Details 1) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Non-cash consideration paid for business acquisitions and intangible assets
Business acquisitions, including contingent consideration earned	$ 12,603	$ 19,601	$ 19,115
Estimated contingent purchase price payable	$ 15,659	$ 9,735	$ 11,689

Related Parties (Details Textual) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Sep. 30, 2010 USD ($) shares	Dec. 31, 2012 USD ($) Options $ / shares shares	Dec. 31, 2011 USD ($) $ / shares shares	Dec. 31, 2010 USD ($) shares	Sep. 16, 2010 shares	Sep. 14, 2010 USD ($) $ / shares shares
Related Parties (Textual) [Abstract]
Common stock repurchase price \| $ / shares		$ 0.01	$ 0.01
Shares authorized to be repurchased \| shares		1,000,000	1,400,000	1,100,000	4,578,894	7,716,669
Lease Paid by Company		$ 39.2	$ 38.8	$ 39.8
Related Parties (Additional Textual) [Abstract]
Legal charges paid		0.2	0.5	0.8
Amount of letter of credit for CPA firm		$ 1.9	5.2
Westbury Agreement [Member]
Related Parties (Textual) [Abstract]
Common stock repurchased \| shares	7,716,669
Common stock repurchase price \| $ / shares		$ 7.25				$ 6.25
Common stock repurchase value	$ 48.5
Purchase of option						$ 5.0
Date of expiration		Sep. 30, 2013
Shares authorized to be repurchased \| shares						7,700,000
Westbury Agreement, Option exercises by entity \| Options		0
Director [Member]
Related Parties (Textual) [Abstract]
Lease Paid by Company		$ 0.7	$ 0.7	$ 0.8

Acquisitions (Details) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Recognized amounts of identifiable assets acquired and liabilities assumed:
Goodwill	$ 62,900	$ 16,900	$ 34,000
Meridian Insurance Group, LLC (Meridian), Primarily Care, Inc. (PCI) Stoltz and Company, LTD., L.L.P (Stoltz), Trinity Risk Advisors, Inc.(Trinity), Strategic Employee Benefit Services-The Pruett Group, Inc. (SEBS-Pruett), ProMedical, Inc. (ProMedical), the employee benefit division of Leavitt Pacific Insurance Brokers, Inc. (Leavitt), Diversified Industries, Inc. d/b/a Payroll Control Systems (PCS) and PHBV Partners, L.L.P. (PHBV) [Member]
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash	422
Funds held for clients	39,193
Accounts receivable, net	8,275
Fixed assets and other	690
Identifiable intangible assets	42,372
Accrued liabilities	(5,393)
Client fund obligations	(39,193)
Deferred tax liability	(1,236)
Total identifiable net assets	45,130
Goodwill	62,931
Aggregate purchase price	$ 108,061
Thompson Dunavant PLC, Multiple Benefit Services, Inc. (MBS), Gresham Smith LLC and Atlantic MDR, LLC (d/b/a Advantage Benefit Planning) (ABP) [Member]
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash		273
Accounts receivable, net		3,606
Fixed assets and other		437
Identifiable intangible assets		11,072
Accrued liabilities		(924)
Deferred tax liability		(1,775)
Total identifiable net assets		12,689
Goodwill		16,869
Aggregate purchase price		$ 29,558
Goldstein Lewin & Company, National Benefit Alliance, South Winds, Inc. (d/b/a Benexx) and Kirkland, Russ, Murphy & Tapp [Member]
Recognized amounts of identifiable assets acquired and liabilities assumed:
Accounts receivable, net			1,294
Prepaid expenses and other current assets			1,430
Fixed assets and other			1,659
Identifiable intangible assets			11,550
Accrued liabilities			(303)
Total identifiable net assets			15,630
Goodwill			33,986
Aggregate purchase price			$ 49,616

Acquisitions (Details 1) - USD ($) $ in Thousands	12 Months Ended
Acquisitions (Details 1) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
Additions to goodwill, client lists and other intangible assets resulting from acquisitions and contingent consideration earned on prior period acquisitions
Goodwill	$ 63,428	$ 35,647
Client lists [Member]
Additions to goodwill, client lists and other intangible assets resulting from acquisitions and contingent consideration earned on prior period acquisitions
Other intangible assets	43,095	12,129
Other intangibles assets [Member]
Additions to goodwill, client lists and other intangible assets resulting from acquisitions and contingent consideration earned on prior period acquisitions
Other intangible assets	$ 1,592	$ 512

Acquisitions (Details 2) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Acquisition acquired activities
Revenue	$ 172,861	$ 183,800	$ 188,606	$ 220,827	$ 162,923	$ 177,349	$ 183,464	$ 210,069	$ 766,094	$ 733,805	$ 730,401
Revenue, Pro Forma Adjustments									48,808
Revenue, Pro Forma Consolidated									814,902
Net income	$ 1,206	$ 5,307	$ 5,848	$ 18,785	$ (1,166)	$ 4,717	$ 6,551	$ 17,905	31,146	$ 28,007	$ 24,514
Net income, Pro Forma Adjustments									4,917
Net income, Pro Forma Consolidated									$ 36,063
Earnings per share:
Basic, Consolidated As Reported	$ 0.02	$ 0.11	$ 0.12	$ 0.38	$ (0.02)	$ 0.10	$ 0.13	$ 0.36	$ 0.63	$ 0.57	$ 0.42
Basic, Pro Forma Adjustments									0.10
Basic, Pro Forma Consolidated									0.73
Diluted, Consolidated As Reported	$ 0.02	$ 0.11	$ 0.12	$ 0.38	$ (0.02)	$ 0.10	$ 0.13	$ 0.36	0.63	$ 0.56	$ 0.42
Diluted, Pro Forma Adjustments									0.10
Diluted, Pro Forma Consolidated									$ 0.73
Weighted average common shares outstanding:
Basic weighted average common shares outstanding	48,967	48,895	49,041	49,103	48,854	49,525	49,615	49,322	49,002	49,328	57,692
Basic, Weighted average common shares outstanding Pro Forma Adjustments									508
Basic, Weighted average common shares outstanding Pro Forma Consolidated									49,510
Diluted weighted average common shares outstanding	49,326	49,109	49,244	49,531	48,854	49,920	49,958	49,755	49,252	49,599	58,193
Diluted, Weighted average common shares outstanding Pro Forma Adjustments									492
Diluted, Weighted average common shares outstanding Pro Forma Consolidated									49,744

Acquisitions (Details Textual)	3 Months Ended								12 Months Ended
Acquisitions (Details Textual)	Dec. 31, 2012 USD ($)	Sep. 30, 2012 USD ($)	Jun. 30, 2012 USD ($)	Mar. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Sep. 30, 2011 USD ($)	Jun. 30, 2011 USD ($)	Mar. 31, 2011 USD ($)	Dec. 31, 2012 USD ($) ClientList Business shares	Dec. 31, 2011 USD ($) ClientList Business shares	Dec. 31, 2010 USD ($) Business shares
Acquisitions (Textual) [Abstract]
Consideration paid in cash	$ 79,300,000				$ 11,800,000				$ 79,300,000	$ 11,800,000	$ 29,400,000
Fair value of contingent consideration	17,600,000				13,400,000				17,600,000	13,400,000	13,100,000
Consideration paid in common stock	4,200,000				3,300,000				4,200,000	3,300,000	3,500,000
Other income, net	3,254,000	$ 2,570,000	$ (840,000)	$ 3,438,000	4,851,000	$ (4,510,000)	$ 27,000	$ 3,081,000	8,422,000	3,449,000	3,532,000
CBIZ contingent consideration	17,600,000				13,400,000				17,600,000	13,400,000	16,300,000
Contingent arrangements arising from acquisitions in the current year	20,900,000								20,900,000
Goodwill	62,900,000				16,900,000				62,900,000	16,900,000	34,000,000
Goodwill	440,709,000				377,281,000				$ 440,709,000	$ 377,281,000	$ 344,086,000
Acquisitions (Additional Textual) [Abstract]
Number of common stock issued \| shares									402,000	38,900	13,100
Short-term notes payable	5,300,000								$ 5,300,000
Guaranteed future consideration	1,700,000				1,100,000				1,700,000	$ 1,100,000	$ 400,000
Goodwill at the time of acquisition	62,900,000				16,900,000				$ 62,900,000	$ 16,900,000	34,000,000
Number of client list purchased \| ClientList									1	1
Reduction of contingent purchase price liability fair value									$ 1,100,000	$ 3,500,000	$ 1,400,000
Interest expense									2,100,000
Amortization expense									$ 2,800,000
Number of Businesses Acquired \| Business									9	4	4
Maximum [Member]
Acquisitions (Textual) [Abstract]
Contingent arrangements arising from acquisitions in the current year					15,100,000					$ 15,100,000	$ 17,000,000
Minimum [Member]
Acquisitions (Textual) [Abstract]
Contingent arrangements arising from acquisitions in the current year					0					0	0
Meridian Insurance Group, LLC (Meridian), Primarily Care, Inc. (PCI) Stoltz and Company, LTD., L.L.P (Stoltz), Trinity Risk Advisors, Inc.(Trinity), Strategic Employee Benefit Services-The Pruett Group, Inc. (SEBS-Pruett), ProMedical, Inc. (ProMedical), the employee benefit division of Leavitt Pacific Insurance Brokers, Inc. (Leavitt), Diversified Industries, Inc. d/b/a Payroll Control Systems (PCS) and PHBV Partners, L.L.P. (PHBV) [Member]
Acquisitions (Textual) [Abstract]
Goodwill	62,931,000								$ 62,931,000
Business acquisition, Revenue recorded									26,600,000
Acquisitions (Additional Textual) [Abstract]
Goodwill at the time of acquisition	62,931,000								62,931,000
Thompson Dunavant PLC, Multiple Benefit Services, Inc. (MBS), Gresham Smith LLC and Atlantic MDR, LLC (d/b/a Advantage Benefit Planning) (ABP) [Member]
Acquisitions (Textual) [Abstract]
Goodwill					16,869,000					16,869,000
Acquisitions (Additional Textual) [Abstract]
Goodwill at the time of acquisition					16,869,000					16,869,000
Goldstein Lewin & Company, National Benefit Alliance, South Winds, Inc. (d/b/a Benexx) and Kirkland, Russ, Murphy & Tapp [Member]
Acquisitions (Textual) [Abstract]
Fair value of contingent consideration											3,300,000
Goodwill											33,986,000
Acquisitions (Additional Textual) [Abstract]
Goodwill at the time of acquisition											33,986,000
Thompson Dunavant PLC and Multiple Benefit Services Inc [Member]
Acquisitions (Textual) [Abstract]
Consideration paid in cash											29,400,000
Aggregate Consideration of Acquisitions					29,600,000					29,600,000	49,600,000
Consideration paid in common stock					3,300,000					3,300,000	3,500,000
Amount Paid by Company									25,600,000	16,700,000	20,000,000
CBIZ adjusted the fair value of the contingent purchase price liability related to CBIZs prior acquisitions									$ 1,100,000	$ 3,500,000
CBIZ contingent consideration											$ 16,300,000
Common stock issuable \| shares									41,314	251,100	265,000
Goodwill	58,100,000				11,800,000				$ 58,100,000	$ 11,800,000
Acquisitions (Additional Textual) [Abstract]
Goodwill at the time of acquisition	58,100,000				11,800,000				58,100,000	11,800,000
Thompson Dunavant PLC and Multiple Benefit Services Inc [Member] \| Maximum [Member]
Acquisitions (Textual) [Abstract]
Fair value of contingent consideration											$ 5,600,000
Thompson Dunavant PLC and Multiple Benefit Services Inc [Member] \| Minimum [Member]
Acquisitions (Textual) [Abstract]
CBIZ adjusted the fair value of the contingent purchase price liability related to CBIZs prior acquisitions											4,200,000
Other non-current liabilities [Member]
Acquisitions (Textual) [Abstract]
Fair value of contingent consideration	11,900,000				9,300,000				11,900,000	9,300,000	10,500,000
Other current liabilities [Member]
Acquisitions (Textual) [Abstract]
Fair value of contingent consideration	5,700,000				4,100,000				5,700,000	4,100,000	$ 2,600,000
Client lists [Member]
Acquisitions (Textual) [Abstract]
Consideration paid in cash at closing										800,000
Contingent liability for purchase of client lists	$ 2,500,000				$ 600,000				$ 2,500,000	$ 600,000

Discontinued Operations and Divestitures (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Loss from discontinued operations, net of tax
Revenue		$ 943	$ 5,586
Loss from operations of discontinued operations before income tax benefit	(32)	(957)	(4,408)
Income tax benefit	13	366	1,740
Loss from operations of discontinued operations, net of tax	$ (19)	$ (591)	$ (2,668)

- Definition

Overall income (loss) from a disposal group that is classified as a component of the entity, before income tax, reported as a separate component of income before extraordinary items. Includes the following (before income tax): income (loss) from operations during the phase-out period, gain (loss) on disposal, provision (or any reversals of earlier provisions) for loss on disposal, and adjustments of a prior period gain (loss) on disposal.

+ References + Details

- Definition

Tax effect allocated to a disposal group that is classified as a component of the entity reported as a separate component of income before extraordinary items. Includes the tax effects of the following: income (loss) from operations during the phase-out period, gain (loss) on disposal, provision (or any reversals of earlier provisions) for loss on disposal, and adjustments of a prior period gain (loss) on disposal.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b),(c)
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1361-107760

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32672-109319

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 20
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=18498875&loc=d3e38679-109324

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e957-107759

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 144
-Paragraph 47
-Subparagraph c
-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 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 46
-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 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 144
-Paragraph 43
-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

- Definition

Amount of income (loss) from a disposal group, net of income tax before extraordinary items allocable to noncontrolling interests. Includes, net of tax, income (loss) from operations during the phase-out period, gain (loss) on disposal, provision (or any reversals of earlier provisions) for loss on disposal, and adjustments of a prior period gain (loss) on disposal.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 225
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04.12)
-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 225
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.14)
-URI http://asc.fasb.org/extlink&oid=6880815&loc=d3e20235-122688

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1361-107760

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e957-107759

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph 13
-Article 7

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 29
-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 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 144
-Paragraph 43
-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
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 144
-Paragraph 47
-Subparagraph c
-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 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 03
-Paragraph 15
-Article 5

+ Details

Discontinued Operations and Divestitures (Details 1) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Gains (losses) on the disposals of discontinued operations
Gain (loss) on disposal of discontinued operations, before income tax (expense) Benefit									$ 142	$ 207	$ (1,785)
Income tax (expense) Benefit									(53)	(193)	812
Gain (loss) on disposal of discontinued operations, net of tax	$ 18	$ 32	$ 18	$ 22	$ 20	$ (76)	$ 30	$ 40	$ 90	$ 14	$ (973)

- Definition

Amount of tax expense or benefit on gain (loss), not previously recognized, resulting from the sale of a business component.

+ References + Details

Discontinued Operations and Divestitures (Details 2) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
Assets:
Accounts receivable, net		$ 38
Other current assets	$ 267	521
Assets of discontinued operations	267	559
Liabilities:
Other current liabilities	173	199
Liabilities of discontinued operations	$ 173	$ 199

Discontinued Operations and Divestitures (Details Textual) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2012 USD ($)	Sep. 30, 2012 USD ($)	Jun. 30, 2012 USD ($)	Mar. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Sep. 30, 2011 USD ($)	Jun. 30, 2011 USD ($)	Mar. 31, 2011 USD ($)	Dec. 31, 2012 USD ($) Operations	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($) Segment
Discontinued Operations and Divestitures (Textual) [Abstract]
Reduction in goodwill balance as part of sales										$ 2,452
Gains recorded related to contingent proceeds	$ 18	$ 32	$ 18	$ 22	$ 20	$ (76)	$ 30	$ 40	90	14	$ (973)
Discontinued Operations and Divestitures (Additional Textual) [Abstract]
Business sold by the parent company \| Segment											2
Business closed by company \| Segment											1
Gain from the sale of its individual wealth management business									2,800	2,900	$ 500
Cash proceed from sale of business and client list											200
Cash received from sale of business and client list	$ 1,400				$ 900				$ 1,400	900	7,900
Discontinued Operations, Number of Operations Sold \| Operations									0
Period for Receipt of Revenue Based Contingent Consideration from sale of Financial Services Practice Group									3 years
Financial Services Practice Group [Member]
Discontinued Operations and Divestitures (Textual) [Abstract]
Reduction in goodwill balance as part of sales										300
Pre-tax loss approximately											700
Individual Wealth Management Business [Member]
Discontinued Operations and Divestitures (Textual) [Abstract]
Reduction in goodwill balance as part of sales										$ 2,200
National Practices [Member]
Discontinued Operations and Divestitures (Textual) [Abstract]
Reduction in goodwill balance as part of sales
Pre-tax loss approximately											$ 1,100
Gains recorded related to contingent proceeds									$ 100

Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Summary of unaudited quarterly results of operations
Revenue	$ 172,861	$ 183,800	$ 188,606	$ 220,827	$ 162,923	$ 177,349	$ 183,464	$ 210,069	$ 766,094	$ 733,805	$ 730,401
Operating expenses	166,353	167,146	166,695	180,005	159,802	154,345	160,345	169,727	680,195	644,269	644,335
Gross margin	6,508	16,654	21,915	40,822	3,121	23,004	23,069	40,342	85,899	89,536	86,066
Corporate general and administrative expenses	4,615	7,625	7,638	10,544	7,200	8,079	6,744	9,560	30,422	31,583	29,584
Operating income (loss)	1,893	9,029	14,277	30,278	(4,079)	14,925	16,325	30,782	55,477	57,953	56,482
Other income (expense):
Interest expense	(4,110)	(3,884)	(4,146)	(4,122)	(3,984)	(4,049)	(4,407)	(4,915)	(16,262)	(17,355)	(15,308)
Gain on sale of operations, net	106	21	50	2,589	88	87	2	2,743	2,766	2,920	466
Other income (expense), net	3,254	2,570	(840)	3,438	4,851	(4,510)	27	3,081	8,422	3,449	3,532
Total other income (expense), net	(750)	(1,293)	(4,936)	1,905	955	(8,472)	(4,378)	909	(5,074)	(10,986)	(11,310)
Income (loss) from continuing operations before income tax expense (benefit)	1,143	7,736	9,341	32,183	(3,124)	6,453	11,947	31,691	50,403	46,967	45,172
Income tax expense (benefit)	(58)	2,458	3,512	13,416	(1,913)	1,614	5,095	13,587	19,328	18,383	17,017
Income (loss) from continuing operations	1,201	5,278	5,829	18,767	(1,211)	4,839	6,852	18,104	31,075	28,584	28,155
(Loss) income from operations of discontinued operations, net of tax	(13)	(3)	1	(4)	25	(46)	(331)	(239)	(19)	(591)	(2,668)
Gain (loss) on disposal of discontinued operations, net of tax	18	32	18	22	20	(76)	30	40	90	14	(973)
Net Income (loss)	$ 1,206	$ 5,307	$ 5,848	$ 18,785	$ (1,166)	$ 4,717	$ 6,551	$ 17,905	$ 31,146	$ 28,007	$ 24,514
Basic:
Continuing operations	$ 0.02	$ 0.11	$ 0.12	$ 0.38	$ (0.02)	$ 0.10	$ 0.14	$ 0.37	$ 0.63	$ 0.58	$ 0.49
Discontinued operations							(0.01)	(0.01)		(0.01)	(0.07)
Net income	0.02	0.11	0.12	0.38	(0.02)	0.10	0.13	0.36	0.63	0.57	0.42
Diluted:
Continuing operations	0.02	0.11	0.12	0.38	(0.02)	0.10	0.14	0.36	0.63	0.58	0.48
Discontinued operations							(0.01)			(0.02)	(0.06)
Net income	$ 0.02	$ 0.11	$ 0.12	$ 0.38	$ (0.02)	$ 0.10	$ 0.13	$ 0.36	$ 0.63	$ 0.56	$ 0.42
Basic weighted average common shares outstanding	48,967	48,895	49,041	49,103	48,854	49,525	49,615	49,322	49,002	49,328	57,692
Diluted weighted average common shares outstanding	49,326	49,109	49,244	49,531	48,854	49,920	49,958	49,755	49,252	49,599	58,193

Quarterly Financial Data (Unaudited) (Details Textual) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012
Schedule of Quarterly Financial Information (Textual) [Abstract]
Other income expenses reduction in purchase price		$ 2.3
Proceeds from Legal settlement	$ 1.9
Reduction in fair value of contingent purchase price liability			$ 0.7

Segment Disclosures (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
Segment Disclosures (Details) - USD ($) $ in Thousands	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Schedule of Revenue from External Customers
Total Revenue	$ 172,861	$ 183,800	$ 188,606	$ 220,827	$ 162,923	$ 177,349	$ 183,464	$ 210,069	$ 766,094	$ 733,805	$ 730,401
United States [Member]
Schedule of Revenue from External Customers
Total Revenue									764,439	732,140	728,850
Canada [Member]
Schedule of Revenue from External Customers
Total Revenue									$ 1,655	$ 1,665	$ 1,551

Segment Disclosures (Details 1) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
Segment Disclosures (Details 1) - USD ($) $ in Thousands	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Summary of Segment information
Revenue	$ 172,861	$ 183,800	$ 188,606	$ 220,827	$ 162,923	$ 177,349	$ 183,464	$ 210,069	$ 766,094	$ 733,805	$ 730,401
Operating expenses	166,353	167,146	166,695	180,005	159,802	154,345	160,345	169,727	680,195	644,269	644,335
Gross margin	6,508	16,654	21,915	40,822	3,121	23,004	23,069	40,342	85,899	89,536	86,066
Corporate general & admin	4,615	7,625	7,638	10,544	7,200	8,079	6,744	9,560	30,422	31,583	29,584
Operating income (loss)	1,893	9,029	14,277	30,278	(4,079)	14,925	16,325	30,782	55,477	57,953	56,482
Other income (expense):
Interest expense	(4,110)	(3,884)	(4,146)	(4,122)	(3,984)	(4,049)	(4,407)	(4,915)	(16,262)	(17,355)	(15,308)
Gain on sale of operations, net	106	21	50	2,589	88	87	2	2,743	2,766	2,920	466
Other income, net	3,254	2,570	(840)	3,438	4,851	(4,510)	27	3,081	8,422	3,449	3,532
Total other income (expense), net	(750)	(1,293)	(4,936)	1,905	955	(8,472)	(4,378)	909	(5,074)	(10,986)	(11,310)
Income from continuing operations before income tax expense	$ 1,143	$ 7,736	$ 9,341	$ 32,183	$ (3,124)	$ 6,453	$ 11,947	$ 31,691	50,403	46,967	45,172
Financial Services [Member]
Summary of Segment information
Revenue									411,735	391,232	380,130
Operating expenses									359,166	337,304	326,412
Gross margin									52,569	53,928	53,718
Operating income (loss)									52,569	53,928	53,718
Other income (expense):
Interest expense										(2)	(6)
Other income, net									2,063	26	201
Total other income (expense), net									2,063	24	195
Income from continuing operations before income tax expense									54,632	53,952	53,913
Employee Services [Member]
Summary of Segment information
Revenue									186,217	171,205	174,097
Operating expenses									155,311	144,528	144,552
Gross margin									30,906	26,677	29,545
Operating income (loss)									30,906	26,677	29,545
Other income (expense):
Interest expense									(30)	(28)	(25)
Other income, net									1,086	780	323
Total other income (expense), net									1,056	752	298
Income from continuing operations before income tax expense									31,962	27,429	29,843
MMP [Member]
Summary of Segment information
Revenue									138,016	141,046	148,425
Operating expenses									123,264	124,790	131,897
Gross margin									14,752	16,256	16,528
Operating income (loss)									14,752	16,256	16,528
Other income (expense):
Other income, net									208	248	300
Total other income (expense), net									208	248	300
Income from continuing operations before income tax expense									14,960	16,504	16,828
National Practices [Member]
Summary of Segment information
Revenue									30,126	30,322	27,749
Operating expenses									26,713	26,222	25,794
Gross margin									3,413	4,100	1,955
Operating income (loss)									3,413	4,100	1,955
Other income (expense):
Interest expense
Other income, net									2	10	(1)
Total other income (expense), net									2	10	(1)
Income from continuing operations before income tax expense									3,415	4,110	1,954
Corporate and Other [Member]
Summary of Segment information
Operating expenses									15,741	11,425	15,680
Gross margin									(15,741)	(11,425)	(15,680)
Corporate general & admin									30,422	31,583	29,584
Operating income (loss)									(46,163)	(43,008)	(45,264)
Other income (expense):
Interest expense									(16,232)	(17,325)	(15,277)
Gain on sale of operations, net									2,766	2,920	466
Other income, net									5,063	2,385	2,709
Total other income (expense), net									(8,403)	(12,020)	(12,102)
Income from continuing operations before income tax expense									$ (54,566)	$ (55,028)	$ (57,366)

Segment Disclosures (Details Textual)	12 Months Ended
Segment Disclosures (Details Textual)	Dec. 31, 2012 Segment
Segment Disclosures (Textual) [Abstract]
Number of business units of the company	4

Valuation and Qualifying Accounts and Reserves (Details) - Allowance for doubtful accounts [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Valuation and Qualifying Accounts and Reserves
Balance at Beginning of Period	$ 9,220	$ 10,620	$ 8,455
Charge to Cost and Expense	5,336	6,494	4,717
Additions Charge to other Accounts
Acquisitions and Divestitures
Charge - offs, Net of Recoveries	(2,737)	(7,894)	(2,552)
Balance at End of Period	$ 11,819	$ 9,220	$ 10,620