ACQUISITION AND DIVESTITURE

12 Months Ended

Dec. 31, 2012

ACQUISITION AND DIVESTITURE

NOTE 3—ACQUISITIONS AND DIVESTITURES

The following table summarizes the locations of our acquisitions for the years ended December 31, 2012, 2011 and 2010:

Acquisition Locations	2012		2011		2010
United States		17		21		13
Argentina		1		1		1
Brazil		1		4		3
Canada		0		2		0
Chile		3		1		1
Ireland		0		1		0
Japan		1		3		2
Mexico		2		0		3
Portugal		1		1		1
Romania		2		6		1
Spain		8		2		0
United Kingdom		5		3		8
Total		41		45		33

The following table summarizes the aggregate purchase price of our acquisitions during the years ended December 31, 2012, 2011 and 2010:

In thousands
	2012		2011		2010
Cash	$	229,684	$	479,661	$	190,430
Promissory notes		70,670		38,461		77,760
Deferred consideration		19,998		11,695		2,474
Contingent consideration		15,070		8,182		16,061
Total purchase price	$	335,422	$	537,999	$	286,725

During 2012, we completed 41 acquisitions, of which 17 were domestic and 24 were international businesses. We placed an amount into escrow for a potential future acquisition. We also increased our majority share in a previous acquisition in Brazil to 100%, and Chile to 90%.

In 2012, we recognized a net increase in goodwill of $147.2 million related to current year acquisitions and prior year allocation adjustments and excluding the effect of foreign currency translation (see Note 11—Goodwill and Other Intangible Assets to the Consolidated Financial Statements). A net of $109.9 million was assigned to our United States reporting segment and $37.3 million was assigned to our International reporting segment. Tax deductible goodwill, pending final acquisition accounting, was approximately $80.4 million, $50.6 million and $49.6 million for the years 2012, 2011 and 2010, respectively.

In 2012, we recognized a net increase in intangible assets of $150.1 million excluding the effect of foreign currency translation. The changes include $124.7 million in the estimated fair value of acquired customer relationships with amortizable lives of 15 to 40 years, $22.7 million in permits with indefinite lives, $2.6 million in tradenames with amortizable lives of 10 to 15 years, and $0.1 million in other intangible assets with amortizable life of 10 years. The allocation of acquisition price is preliminary pending completion of certain intangible asset valuations and completion accounts.

The following table summarizes purchase price allocation for our acquisitions for the years ended December 31, 2012, 2011 and 2010:

In thousands
	2012			2011			2010
Fixed assets	$	30,426		$	29,897		$	19,020
Intangibles		150,149			206,775			113,632
Goodwill		147,156			342,486			203,003
Net other assets		16,619			21,016			11,491
Debt		(4,353	)		(1,240	)		(22,774	)
Net deferred tax liabilities		(20,186	)		(60,437	)		(22,716	)
Noncontrolling interests		15,611			(498	)		(14,931	)
	$	335,422		$	537,999		$	286,725

For financial reporting purposes, our 2012 and 2011 acquisitions were accounted for using the acquisition method of accounting. These acquisitions resulted in recognition of goodwill in our financial statements reflecting the premium paid to acquire businesses that we believe are complementary to our existing operations and fit our strategy. The Company incurred $7.9 million and $16.7 million of acquisition related expenses during the years ended December 31, 2012 and 2011, respectively. These expenses are included with “Selling, general and administrative expenses” (“SG&A”) on our Consolidated Statements of Income.

The results of operations of these acquired businesses have been included in the consolidated statements of income from the date of the acquisition. Because we integrate acquisitions into our current structure in order to achieve cost synergies, the effect of acquisitions on net income is not practical to estimate. The 2012 estimated impact to revenues of these acquisitions was $60.1 million. The estimated annualized revenues from these acquisitions were approximately $145.6 million. The following consolidated pro forma information on the impact of these acquisitions to our consolidated revenues is based on the assumption that these acquisitions all occurred on January 1, 2012 and 2011.

In thousands
	2012		2011
Revenue	$	1,998,649	$	1,771,248

In July 2012, we were required by the United Kingdom Competition Committee to divest a business acquired in 2011. The sale price of the business was $0.7 million and resulted in a pretax loss of $4.9 million which is included in SG&A. The following table summarizes the assets sold:

In thousands
Fixed assets	$	(393	)
Intangibles		(4,060	)
Goodwill		(1,178	)
Total divestiture	$	(5,631	)