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Summary Of Significant Accounting Policies (Policy)
12 Months Ended
Dec. 31, 2012
Summary Of Significant Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The consolidated financial statements include the accounts of Superior Energy Services, Inc. and subsidiaries (the Company).  All significant intercompany accounts and transactions are eliminated in consolidation.  Certain previously reported amounts have been reclassified to conform to the 2012 presentation.

Business

Business

Use of Estimates

The Company is a leading provider of specialized oilfield services and equipment.  As a result of the February 7, 2012 acquisition of Complete Production Services, Inc. (Complete), the Company significantly added to its geographic footprint in the U.S. land market area.  The Company now offers a wider variety of products and services throughout the life cycle of an oil and gas well.  The acquisition of Complete greatly expanded the Company’s ability to offer more products and services related to the completion of a well prior to full production commencing, and enhanced its full suite of intervention services used to carry out wellbore maintenance operations during a well’s producing phase.  The Company provides most of the products and services necessary to maintain, enhance and extend producing wells, as well as plug and abandonment services at the end of a well’s life cycle.

 

The Company serves energy industry customers who focus on exploring, developing and producing oil and gas worldwide.  The Company’s operations are managed and organized by both business units and geomarkets offering products and services within various phases of a well’s economic lifecycle.  The Company reports its operating results in four segments:  (1) Drilling Products and Services; (2) Onshore Completion and Workover Services; (3) Production Services; and (4) Subsea and Technical Solutions.

 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Major Customers and Concentration of Credit Risk

Major Customers and Concentration of Credit Risk

The majority of the Company’s business is conducted with major and independent oil and gas companies.  The Company evaluates the financial strength of its customers and provides allowances for probable credit losses when deemed necessary.

The market for the Company’s services and products is the oil and gas industry in the U.S. and select international market areas.  Oil and gas companies make capital expenditures on exploration, development and production operations.  The level of these expenditures historically has been characterized by significant volatility. 

The Company derives a large amount of revenue from a small number of major and independent oil and gas companies.  In 2012, EOG Resources, Inc. accounted for approximately 13% of total revenue, primarily within the Onshore Completion and Workover segment.   There were no customers that exceeded 10% of total revenues in 2011 and 2010. 

In addition to trade receivables, other financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and derivative instruments used in hedging activities.  The financial institutions in which the Company transacts business are large, investment grade financial institutions which are “well capitalized” under applicable regulatory capital adequacy guidelines, thereby minimizing its exposure to credit risks for deposits in excess of federally insured amounts and for failure to perform as the counterparty on interest rate swap agreements.    The Company periodically evaluates the creditworthiness of financial institutions that may serve as a counterparty to its derivative instruments

Cash Equivalents

Cash Equivalents

The Company considers all short-term investments with a maturity of 90 days or less when purchased to be cash equivalents.

Accounts Receivable and Allowances

Accounts Receivable and Allowances

Trade accounts receivable are recorded at the invoiced amount or the earned amount but not yet invoiced and do not bear interest.  The Company maintains allowances for estimated uncollectible receivables, including bad debts and other items.  The allowance for doubtful accounts is based on the Company’s best estimate of probable uncollectible amounts in existing accounts receivable.  The Company determines the allowance based on historical write-off experience and specific identification.

Inventory and Other Current Assets

Inventory

Inventories are stated at the lower of cost or market.  Cost is determined using the first-in, first-out or weighted-average cost methods for finished goods and work-in-process.  Supplies and consumables consist principally of products used in the Company’s services provided to its customers. 

Property, Plant and Equipment

Property, Plant and Equipment

Property, plant and equipment are stated at cost, except for assets acquired using purchase accounting, which are recorded at fair value as of the date of acquisition.  With the exception of certain marine assets, depreciation is computed using the straight line method over the estimated useful lives of the related assets as follows:

Buildings and improvements

3

to

40 

years

Marine vessels and equipment

5

to

25 

years

Machinery and equipment

2

to

25 

years

Automobiles, trucks, tractors and trailers

3

to

years

Furniture and fixtures

2

to

10 

years

 

Certain of the Company’s marine assets are depreciated using the units-of-production method based on the utilization of these assets and are subject to a minimum amount of annual depreciation.  The units-of-production method is used for these assets because depreciation occurs primarily through use rather than through the passage of time.

The Company follows the successful efforts method of accounting for its investment in oil and natural gas properties.  Under the successful efforts method, the costs of successful exploratory wells and leases containing productive reserves are capitalized.  Costs incurred to drill and equip developmental wells, including unsuccessful wells, are capitalized.  Other costs such as geological and geophysical costs and the drilling costs of unsuccessful exploratory wells are expensed.  Leasehold and well costs are depleted on a units-of-production basis based on the estimated remaining equivalent oil and gas reserves of each field.

The Company capitalizes interest on the cost of major capital projects during the active construction period.  Capitalized interest is added to the cost of the underlying assets and is amortized over the useful lives of the assets.  The Company capitalized approximately $12.4 million, $7.1 million and $2.7 million of interest expense in the years ended December 31, 2012, 2011 and 2010, respectively, for various capital projects.

In accordance with authoritative guidance on property, plant and equipment, long-lived assets, such as property, plant and equipment and purchased intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.  Recoverability of assets to be held and used is assessed by a comparison of the carrying amount of such assets to their fair value calculated, in part, by the estimated undiscounted future cash flows expected to be generated by the assets.  Cash flow estimates are based upon, among other things, historical results adjusted to reflect the best estimate of future market rates, utilization levels, and operating performance.  Estimates of cash flows may differ from actual cash flows due to, among other things, changes in economic conditions or changes in an asset’s operating performance.  The Company’s assets are grouped by subsidiary or division for the impairment testing, which represent the lowest level of identifiable cash flows.  The Company has long-lived assets, such as facilities, utilized by multiple operating divisions that do not have identifiable cash flows.  Impairment testing for these long-lived assets is based on the consolidated entity.  If the asset grouping’s fair value is less than the carrying amount of those items, impairment losses are recorded in the amount by which the carrying amount of such assets exceeds the fair value.  Assets to be disposed of are reported at the lower of the carrying amount or fair value less estimated costs to sell.  The net carrying value of assets not fully recoverable is reduced to fair value.  The estimate of fair value represents the Company’s best estimate based on industry trends and reference to market transactions and is subject to variability.  The oil and gas industry is cyclical and estimates of the period over which future cash flows will be generated, as well as the predictability of these cash flows, can have a significant impact on the carrying values of these assets and, in periods of prolonged down cycles, may result in impairment charges.

As a result of pursuing strategic alternatives, in February 2012, the Company entered into an agreement to sell its former Marine segment. As such, the Company concluded that indicators of impairment existed and therefore conducted a fair value assessment of the 18 liftboats comprising that segment as of December 31, 2011.  This valuation included two components: estimated undiscounted cash flows and indicated valuation evidenced by tenders from prospective buyers.  A weighted average was applied to the two components to obtain an estimate of the fair market value of those liftboats.  Based on this valuation analysis, the Company determined that the 18 liftboats had a fair market value that was approximately $35.8 million less than their carrying value. Therefore, a reduction in the value of assets (property, plant and equipment) was recorded for approximately $35.8 million, which is included in discontinued operations on the consolidated statement of income. On March 30, 2012, the Company sold the 18 liftboats and related assets that had comprised its Marine segment.

For the year ended December 31, 2010, the Company recorded a reduction in the value of assets totaling $32.0 million in connection with liftboat components primarily related to the two partially completed liftboats, which is included in discontinued operations on the consolidated statements of income.

Goodwill

Goodwill

During the fourth quarter of 2012, the Company revised the internal reporting structure that is used by its chief operating decision maker in determining how to allocate the Company’s resources and, as a result, divided the Subsea and Well Enhancement segment into three segments that better reflect the Company’s product and service offerings throughout the life cycle of a well: Onshore Completion and Workover Services, Production Services, and Subsea and Technical Solutions.  The Drilling Products and Services segment remained unchanged.  As a result of this internal change, the Company allocated the goodwill that had been assigned to the Subsea and Well Enhancement segment to the three new segments based on each segment’s relative fair value.  The Company engaged a third party valuation firm to assist with the calculation of these fair values. 

In accordance with authoritative guidance on intangible assets, goodwill is tested for impairment annually as of December 31 or on an interim basis if events or circumstances indicate that the fair value of the asset has decreased below its carrying value.  In order to estimate the fair value of the reporting units (which is consistent with the reported business segments), the Company used a weighting of the discounted cash flow method and the public company guideline method of determining fair value of each reporting unit. The Company weighted the discounted cash flow method 80% and the public company guideline method 20% due to differences between the Company’s reporting units and the peer companies’ size, profitability and diversity of operations.  In order to validate the reasonableness of the estimated fair values obtained for the reporting units, a reconciliation of fair value to market capitalization was performed for each unit on a standalone basis.  A control premium, derived from market transaction data, was used in this reconciliation to ensure that fair values were reasonably stated in conjunction with the Company’s capitalization.   These fair value estimates were then compared to the carrying value of the reporting units.  No impairment loss was recognized during the years ended December 31, 2012 and 2010, as the fair value of each of the reporting units exceeded its carrying amount.  As of December 31, 2012, the fair value of the Drilling and Products Services segment was substantially in excess of its carrying value. The fair values of the Onshore Completion and Workover Services and Production Services segments did not substantially exceed their respective carrying values due to the fact these reporting units are primarily composed of assets acquired and liabilities assumed through the acquisition of Complete in February 2012.  Therefore, the carrying values of these segments were recorded at fair value at the date of the acquisition.  Additionally, the fair value of the Subsea and Technical Solutions segment did not substantially exceed its carrying value.  A significant amount of judgment was involved in performing these evaluations since the results are based on estimated future events. 

The Company completed its assessment as of December 31, 2011 to determine whether goodwill was impaired and as a result determined that it was more likely than not that the fair value of the former Marine segment was less than its carrying amount, indicating that goodwill was potentially impaired.  As such, the Company initiated the second step of the goodwill impairment test which involved calculating the implied fair value of the goodwill by allocating the fair value of the former Marine segment to all of the assets and liabilities other than goodwill and comparing it to the carrying amount of goodwill.  The Company determined that the implied fair value of the goodwill for the former Marine segment was less than its carrying value and fully wrote-off the goodwill balance of $10.3 million, which was recorded within loss from discontinued operations on the consolidated statement of income. 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Drilling

 

Subsea and

 

Onshore

 

 

 

Subsea and

 

 

 

 

 

Products and

 

Well

 

Completion

 

Production

 

Technical

 

 

 

 

 

Services

 

Enhancement

 

Services

 

Services

 

Solutions

 

Marine

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2010

$       139,463

 

$       437,684

 

$                   -

 

$                   -

 

$                   -

 

$         10,853

 

$       588,000

Acquisition activities

 -

 

3,563 

 

 -

 

 -

 

 -

 

 -

 

3,563 

Disposition activities

 -

 

 -

 

 -

 

 -

 

 -

 

(519)

 

(519)

Reduction in value of asset

 -

 

 -

 

 -

 

 -

 

 -

 

(10,334)

 

(10,334)

Additional consideration paid

 

 

 

 

 

 

 

 

 -

 

 

 

 

for prior acquisitions

1,000 

 

 -

 

 -

 

 -

 

 -

 

 -

 

1,000 

Foreign currency translation adjustment

(35)

 

(296)

 

 -

 

 -

 

 -

 

 -

 

(331)

Balance, December 31, 2011

$       140,428

 

$       440,951

 

$                   -

 

$                   -

 

$                   -

 

$                   -

 

$       581,379

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition activities

 -

 

23,452 

 

1,193,486 

 

738,709 

 

 -

 

 -

 

1,955,647 

Disposition activities

 -

 

(9,741)

 

 -

 

 -

 

 -

 

 -

 

(9,741)

Allocation of goodwill from change in

 

 

 

 

 

 

 

 

 

 

 

 

 

internal reporting structure

 -

 

(454,574)

 

224,564 

 

138,994 

 

91,016 

 

 -

 

 -

Additional consideration paid

 

 

 

 

 

 

 

 

 

 

 

 

 

for prior acquisitions

3,000 

 

 -

 

 -

 

 -

 

 -

 

 -

 

3,000 

Foreign currency translation adjustment

1,519 

 

(88)

 

 -

 

349 

 

 -

 

 -

 

1,780 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2012

$       144,947

 

$                   -

 

$    1,418,050

 

$       878,052

 

$         91,016

 

$                   -

 

$    2,532,065

 

If, among other factors, (1) the Company’s market capitalization declines and remains below its stockholders’ equity, (2) the fair value of the reporting units decline, or (3) the adverse impacts of economic or competitive factors are worse than anticipated, the Company could conclude in future periods that impairment losses are required.

 

Notes Receivable

Notes Receivable

The Company’s wholly owned subsidiary, Wild Well Control, Inc. (Wild Well), has decommissioning obligations related to the Bullwinkle platform. Notes receivable consist of a commitment from the seller of the platform towards its eventual abandonment.  Pursuant to an agreement with the seller, the Company will invoice the seller an agreed upon amount at the completion of certain decommissioning activities.  The gross amount of this obligation totaled $115.0 million and is recorded at present value using an effective interest rate of 6.58%.  The related discount is amortized to interest income based on the expected timing of the platform’s removal.  During the second quarter of 2012, the Company revised its timing estimate for the Bullwinkle platform removal, resulting in a significant reduction of the present value of the notes receivable.  The Company recorded interest income related to notes receivable of $2.8 million, $4.5 million and $4.5 million for the years ended December 31, 2012, 2011 and 2010, respectively.

 

Intangible and Other Long-Term Assets

Intangible and Other Long-Term Assets

Intangible and other long-term assets consist of the following as of December 31, 2012 and 2011 (amounts in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2012

 

December 31, 2011

 

Gross

 

Accumulated

 

Net

 

Gross

 

Accumulated

 

Net

 

Amount

 

Amortization

 

Balance

 

Amount

 

Amortization

 

Balance

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

$    348,160

 

$     (25,357)

 

$      322,803

 

$      23,707

 

$       (6,144)

 

$      17,563

Tradenames

53,063 

 

(7,017)

 

46,046 

 

18,005 

 

(2,706)

 

15,299 

Non-compete agreements

2,938 

 

(1,062)

 

1,876 

 

1,697 

 

(1,126)

 

571 

Debt issuance costs

63,829 

 

(18,948)

 

44,881 

 

41,449 

 

(10,039)

 

31,410 

Deferred compensation

 

 

 

 

 

 

 

 

 

 

 

 plan assets

11,343 

 

 -

 

11,343 

 

10,598 

 

 -

 

10,598 

Escrowed cash

50,304 

 

 -

 

50,304 

 

50,196 

 

 -

 

50,196 

Restricted cash and

 

 

 

 

 

 

 

 

 

 

 

 cash equivalents

 -

 

 -

 

 -

 

785,280 

 

 -

 

785,280 

Long-term assets held as

 

 

 

 

 

 

 

 

 

 

 

 major replacement spares

7,241 

 

 -

 

7,241 

 

13,806 

 

 -

 

13,806 

Other

26,676 

 

(764)

 

25,912 

 

6,018 

 

(605)

 

5,413 

 

 

 

 

 

 

 

 

 

 

 

 

Total

$    563,554

 

$     (53,148)

 

$      510,406

 

$    950,756

 

$     (20,620)

 

$    930,136

 

Customer relationships, tradenames, and non-compete agreements are amortized using the straight line method over the life of the related asset with weighted average useful lives of 17 years, 13 years, and 3 years, respectively.  Amortization expense (exclusive of debt issuance costs) was approximately $24.0 million, $3.4 million and $3.3 million for the years ended December 31, 2012, 2011 and 2010, respectively.  Estimated annual amortization of intangible assets (exclusive of debt acquisition costs) will be approximately $27.1 million for 2013, $26.9 million for 2014, $26.2 million for 2015, $25.7 million for 2016 and $25.0 million for 2017, excluding the effects of any acquisitions or dispositions subsequent to December 31, 2012. 

Debt issuance costs are amortized primarily using the effective interest method over the life of the related debt agreements with a weighted average useful life of 7 years.  Amortization of debt issuance costs is recorded in interest expense, net of amounts capitalized within the consolidated statements of income.

In accordance with the asset purchase agreement between Wild Well and Shell Offshore, Inc. to acquire the Bullwinkle platform and its related assets and to assume the related decommissioning obligations, Wild Well obtained a $50.0 million performance bond and funded its portion of $50.0 million into an escrow account.  Included in intangible and other long-term assets, net is escrowed cash of $50.3 million and $50.2 million as of December 31, 2012 and 2011, respectively.  

In connection with the December 2011 issuance of the Company’s $800 million of 7 1/8% unsecured senior notes due 2021, certain restrictions were placed on the proceeds from the issuance of these notes.  These restrictions limited the Company’s use of the proceeds, net of fees and expenses from the issuance, to the acquisition of Complete.  As of December 31, 2011, the Company held $785.3 million in other long-term assets as net proceeds from the issuance of these notes, which were used to partially fund the acquisition of Complete on February 7, 2012.

Decommissioning Liabilities

Decommissioning Liabilities

The Company records estimated future decommissioning liabilities in accordance with the authoritative guidance related to asset retirement obligations (decommissioning liabilities), which requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred, with a corresponding increase in the carrying amount of the related long-lived asset.  Subsequent to initial measurement, the decommissioning liability is required to be accreted each period to present value. 

The Company’s decommissioning liabilities associated with the Bullwinkle platform and its related assets consist of costs related to the plugging of wells, the removal of the related facilities and equipment, and site restoration.  Whenever practical, the Company utilizes its own equipment and labor services to perform well abandonment and decommissioning work.  When the Company performs these services, all recorded intercompany revenues and related costs of services are eliminated in the consolidated financial statements.  The recorded decommissioning liability associated with a specific property is fully extinguished when the property is abandoned.  The recorded liability is first reduced by all cash expenses incurred to abandon and decommission the property.  If the recorded liability exceeds (or is less than) the Company’s total costs, then the difference is reported as income (or loss) within revenue during the period in which the work is performed. 

The Company reviews the adequacy of its decommissioning liabilities whenever indicators suggest that the estimated cash flows needed to satisfy the liability have changed materially.  The Company reviews its estimates for the timing of these expenditures on a quarterly basis. As a result of continuing development activities, the Company revised its estimates during the second quarter of 2012 relating to the timing of decommissioning work on its Bullwinkle assets, including a 10 year postponement of the platform decommissioning.  This change in estimate resulted in a significant reduction in the present value of decommissioning liabilities. 

In connection with the acquisition of Complete, the Company assumed approximately $4.6 million of estimated decommissioning liabilities associated with costs to plug and abandon disposal wells at the end of the service lives of the assets. 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended

 

 

 

December 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Decommissioning liabilities, December 31, 2011 and 2010, respectively

 

$      123,176

 

$      117,716

 

Liabilities acquired and incurred

 

4,620 

 

 -

 

Liabilities settled

 

(4,660)

 

(504)

 

Accretion

 

4,670 

 

6,752 

 

Revision in estimated liabilities

 

(34,753)

 

(788)

 

 

 

 

 

 

 

Total decommissioning liabilities, December 31, 2012 and 2011, respectively

 

93,053 

 

123,176 

 

 

 

 

 

 

 

Less: current portion of decommissioning liabilities as of December 31, 2012 and 2011, respectively

 

 -

 

14,956 

 

 

 

 

 

 

 

Long-term decommissioning liabilities, December 31, 2012 and 2011, respectively

 

$        93,053

 

$      108,220

 

 

 

 

 

 

 

 

Revenue Recognition

Revenue Recognition

Products and services are generally sold based upon purchase orders or contracts with customers that include fixed or determinable prices.  Revenue is recognized when services or equipment are provided and collectability is reasonably assured.  The Company’s drilling products and services are billed on a day rate basis, and revenue from the sale of equipment is recognized when the title to the equipment has been transferred.  Reimbursements from customers for the cost of drilling products and services that are damaged or lost down-hole are reflected as revenue at the time of the incident.  The Company contracts for the remainder of its products and services either on a day rate or turnkey basis, with a vast majority of its projects conducted on a day rate basis.  The Company accounts for the revenue and related costs on large-scale platform decommissioning contracts on the percentage-of-completion method utilizing costs incurred as a percentage of total estimated costs.  The Company recognizes oil and gas revenue from its interests in producing wells as oil and natural gas is sold.

Taxes Collected from Customers

Taxes Collected from Customers

In accordance with authoritative guidance related to taxes collected from customers and remitted to governmental authorities, the Company elected to net taxes collected from customers against those remitted to government authorities in the financial statements consistent with the historical presentation of this information.

Income Taxes

Income Taxes

The Company accounts for income taxes and the related accounts under the asset and liability method.  Deferred income taxes reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and rates that are in effect when the temporary differences are expected to reverse.  The effect of a change in tax rates on the deferred income taxes is recognized in income in the period in which the change occurs.  A valuation allowance is recorded when management believes it is more likely than not that at least some portion of any deferred tax asset will not be realized.

The Company has adopted authoritative guidance surrounding accounting for uncertainty in income taxes. It is the Company’s policy to recognize interest and applicable penalties related to uncertain tax positions in income tax expense.

Earnings (Loss) per Share

Earnings per Share

Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding during the period.   Diluted earnings per share is computed in the same manner as basic earnings per share except that the denominator is increased to include the number of additional common shares that could have been outstanding assuming the exercise of stock options, conversion of restricted stock units and the vesting of outstanding restricted stock issued in the acquisition of Complete. 

Stock options for approximately 2,100,000 shares, 540,000 shares and 1,650,000 shares were excluded in the computation of diluted earnings per share for the years ended December 31, 2012, 2011 and 2010, respectively, as the effect would have been anti-dilutive.

Discontinued Operations

Discontinued Operations

The Company classifies assets and liabilities of a disposal group as held for sale and discontinued operations if the following criteria are met: (1) management, with appropriate authority, commits to a plan to sell a disposal group; (2) the asset is available for immediate sale in its current condition; (3) an active program to locate a buyer and other actions to complete the sale have been initiated; (4) the sale is probable; (5) the disposal group is being actively marketed for sale at a reasonable price; and (6) actions required to complete the plan of sale indicate it is unlikely that significant changes to the plan of sale will occur or that the plan will be withdrawn.  Once deemed as held for sale, the Company no longer depreciates the assets of the disposal group.  Upon sale, the Company calculates the gain or loss associated with the disposition by comparing the carrying value of the assets less direct costs of the sale with the proceeds received.  In the consolidated statements of income, losses from discontinued operations are presented, net of tax effect, as a separate caption below net income from continuing operations.

Fair Value Measurements

Fair Value Measurements

The company follows the authoritative guidance for fair value measurements relating to financial and nonfinancial assets and liabilities, including presentation of required disclosures herein.  This guidance establishes a fair value framework requiring the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets and liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment.  The three levels are defined as follows:

Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities;

Level 2: Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in  active markets; quoted prices for identical assets or liabilities in inactive markets or model-derived valuations or other inputs that can be corroborated by observable market data; and

Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

Financial Instruments

Financial Instruments

The fair value of the Company’s financial instruments of cash equivalents, accounts receivable, accounts payable, accrued expenses and borrowings under its credit facility approximates their carrying amounts due to their short maturity or market interest rates.  The fair value of the Company’s debt was approximately $1,960.0 million and $1,749.8 million as of December 31, 2012 and 2011, respectivelyThe fair value of these debt instruments is determined by reference to the market value of the instrument as quoted in an over-the-counter market.

Foreign Currency

Foreign Currency

Results of operations for foreign subsidiaries with functional currencies other than the U.S. dollar are translated using average exchange rates during the period. Assets and liabilities of these foreign subsidiaries are translated using the exchange rates in effect at the balance sheet dates, and the resulting translation adjustments are reported as accumulated other comprehensive loss in the Company’s stockholders’ equity.

For international subsidiaries where the functional currency is the U.S. dollar, financial statements are remeasured into U.S. dollars using the historical exchange rate for most of the long-term assets and liabilities and the balance sheet date exchange rate for most of the current assets and liabilities.  An average exchange rate is used for each period for revenues and expenses.  These transaction gains and losses, as well as any other transactions in a currency other than the functional currency, are included in general and administrative expenses in the consolidated statements of income in the period in which the currency exchange rates change.  For the years ended December 31, 2012, 2011 and 2010, the Company recorded approximately ($2.7)  million, $1.4 million and $1.6 million of foreign currency gains (losses), respectively.

Stock-Based Compensation

Stock-Based Compensation

In accordance with authoritative guidance related to stock compensation, the Company records compensation costs relating to share-based payment transactions and includes such costs in general and administrative expenses in the consolidated statement of income.  The cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity award).  Excess tax benefits of awards that are recognized in equity related to stock option exercises and restricted stock vesting are reflected as financing cash flows.

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

The Company recognizes all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values.  Interest rate swap agreements that are effective at hedging the fair value of fixed-rate debt agreements are designated and accounted for as fair value hedges.  The Company also assesses, both at inception of the hedging relationship and on an ongoing basis, whether the derivatives used in hedging relationships are highly effective in offsetting changes in fair value.

In an attempt to achieve a more balanced debt portfolio, the Company enters into interest rate swaps. Under these agreements, the Company is entitled to receive semi-annual interest payments at a fixed rate and is obligated to make quarterly interest payments at a variable rate.  The Company had fixed-rate interest on approximately 74% and 87% of its long-term debt as of December 31, 2012 and 2011, respectively.   The Company had notional amounts of $100 million and $150 million, respectively, related to interest rate swaps with a variable interest rate, adjusted every 90 days, based on LIBOR plus a fixed margin as of December 31, 2012 and 2011, respectively.    

From time to time, the Company may enter into forward foreign exchange contracts to hedge the impact of foreign currency fluctuations.  The Company does not enter into forward foreign exchange contracts for trading purposes.  During the years ended December 31, 2012 and 2011, the Company did not hold any foreign currency forward contracts.  During the year ended December 31, 2010, the Company held foreign currency forward contracts outstanding in order to hedge exposure to currency fluctuations.  These contracts were not designated as hedges, for hedge accounting treatment, and were marked to fair market value each period and changes in fair value were recognized in earnings.

Equity-Method Investments

Equity–Method Investments

Investments in entities that are not controlled by the Company, but where the Company has the ability to exercise significant influence over the operations, are accounted for using the equity-method.  The Company’s share of the income or losses of these entities is reflected as earnings or losses from equity-method investments in its consolidated statements of income. 

Self Insurance Reserves

Self-Insurance Reserves

The Company is self-insured, through deductibles and retentions, up to certain levels for losses under its insurance programs.  With the Company’s growth, the Company has elected to retain more risk by increasing its self-insurance levels.  The Company accrues for these liabilities based on estimates of the ultimate cost of claims incurred as of the balance sheet date.  The Company regularly reviews the estimates of reported and unreported claims and provides for losses through reserves.  The Company obtains actuarial reviews to evaluate the reasonableness of internal estimates for losses related to workers’ compensation, auto liability and group medical on an annual basis.

Recently Issued Accounting Pronouncements

In December 2011, the FASB issued ASU 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities”. This accounting standard requires an entity to disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions executed under a master netting or similar arrangement and was issued to enable users of financial statements to understand the effects or potential effects of those arrangements on its financial position. This ASU is required to be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. As this accounting standard only requires enhanced disclosure, the adoption of this standard is not expected to have an impact on the Company’s consolidated financial position or results of operations.

Subsequent Events

Subsequent Events

In accordance with authoritative guidance, the Company has evaluated and disclosed all material subsequent events that occurred after the balance sheet date, but before financial statements were issued.