Document and Entity Information

9 Months Ended

Sep. 30, 2012

Oct. 19, 2012

Document Information

Document Type

10-Q

Amendment Flag

false

Document Period End Date

Sep. 30, 2012

Document Fiscal Year Focus

2012

Document Fiscal Period Focus

Q3

Trading Symbol

LKQ

Entity Registrant Name

LKQ CORP

Entity Central Index Key

0001065696

Current Fiscal Year End Date

--12-31

Entity Filer Category

Large Accelerated Filer

Entity Common Stock, Shares Outstanding

297,222,396

Consolidated Condensed Balance Sheets (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2012

Dec. 31, 2011

Current Assets:

Cash and equivalents

$ 69,214

$ 48,247

Receivables, net

301,891

281,764

Inventory

826,354

736,846

Deferred income taxes

47,307

45,690

Prepaid income taxes

25,065

17,597

Prepaid expenses and other current assets

26,518

19,591

Total Current Assets

1,296,349

1,149,735

Property and Equipment, net

453,272

424,098

Intangible Assets:

Goodwill

1,597,936

1,476,063

Other intangibles, net

108,697

108,910

Other Assets

46,321

40,898

Total Assets

3,502,575

3,199,704

Current Liabilities:

Accounts payable

219,098

210,875

Accrued expenses:

Accrued payroll-related liabilities

48,256

53,256

Other accrued expenses

85,256

77,769

Income taxes payable

7,163

7,262

Contingent consideration liabilities

41,005

600

Other current liabilities

11,638

18,407

Current portion of long-term obligations

52,103

29,524

Total Current Liabilities

464,519

397,693

Long-Term Obligations, Excluding Current Portion

929,743

926,552

Deferred Income Taxes

89,486

88,796

Contingent Consideration Liabilities

51,277

81,782

Other Noncurrent Liabilities

78,909

60,796

Commitments and Contingencies

Stockholders' Equity:

Common stock, $0.01 par value, 500,000,000 shares authorized, 297,016,666 and 293,897,216 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively

2,970

2,939

Additional paid-in capital

938,516

901,313

Retained earnings

947,831

748,794

Accumulated other comprehensive loss

(676)

(8,961)

Total Stockholders' Equity

1,888,641

1,644,085

Total Liabilities and Stockholders' Equity

$ 3,502,575

$ 3,199,704

Consolidated Condensed Balance Sheets (Parenthetical) (USD $)

Sep. 30, 2012

Dec. 31, 2011

Common stock, par value

$ 0.01

Common stock, shares authorized

500,000,000

Common stock, shares issued

297,016,666

293,897,216

Common stock, shares outstanding

297,016,666

293,897,216

Consolidated Condensed Statements of Income (USD $)

In Thousands, except Per Share data, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2012

Sep. 30, 2011

Sep. 30, 2012

Sep. 30, 2011

Income Statement [Abstract]

Revenue

$ 1,016,707

$ 783,898

$ 3,055,015

$ 2,330,230

Cost of goods sold

607,002

449,576

1,775,996

1,330,026

Gross margin

409,705

334,322

1,279,019

1,000,204

Facility and warehouse expenses

86,739

72,183

254,039

211,184

Distribution expenses

93,652

68,441

277,391

203,300

Selling, general and administrative expenses

121,049

92,986

364,461

274,142

Restructuring and acquisition related expenses

116

2,910

2,558

5,333

Depreciation and amortization

16,715

12,314

46,961

34,900

Operating income

91,434

85,488

333,609

271,345

Other expense (income):

Interest expense, net

7,964

4,847

22,687

15,927

Loss on debt extinguishment

0

5,345

Change in fair value of contingent consideration liabilities

1,892

0

1,787

(1,615)

Other (income) expense, net

(1,674)

623

(3,413)

135

Total other expense, net

8,182

5,470

21,061

19,792

Income before provision for income taxes

83,252

80,018

312,548

251,553

Provision for income taxes

29,204

30,787

113,511

97,434

Net income

$ 54,048

$ 49,231

$ 199,037

$ 154,119

Earnings per share:

Basic

$ 0.18

$ 0.17

$ 0.67

$ 0.53

Diluted

$ 0.18

$ 0.17

$ 0.66

$ 0.52

Consolidated Condensed Statements of Comprehensive Income (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2012

Sep. 30, 2011

Sep. 30, 2012

Sep. 30, 2011

Statement of Other Comprehensive Income [Abstract]

Net income

$ 54,048

$ 49,231

$ 199,037

$ 154,119

Other comprehensive income (loss), net of tax:

Net change in unrecognized gains/losses on interest rate swaps, net of tax

(1,242)

(5,117)

(4,233)

(7,281)

Foreign currency translation

10,182

(7,489)

12,518

(4,436)

Total other comprehensive income (loss)

8,940

(12,606)

8,285

(11,717)

Total comprehensive income

$ 62,988

$ 36,625

$ 207,322

$ 142,402

Consolidated Condensed Statements of Cash Flows (USD $)

In Thousands, unless otherwise specified

9 Months Ended

Sep. 30, 2012

Sep. 30, 2011

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$ 199,037

$ 154,119

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

Depreciation and amortization

51,574

38,308

Stock-based compensation expense

11,976

10,028

Excess tax benefit from stock-based payments

(11,071)

(5,626)

Loss on debt extinguishment

0

5,345

Other

3,961

326

Changes in operating assets and liabilities, net of effects from acquisitions:

Receivables

(12,394)

(18,048)

Inventory

(47,669)

(51,301)

Prepaid income taxes/income taxes payable

2,688

12,351

Accounts payable

(7,892)

1,770

Other operating assets and liabilities

(8,138)

11,910

Net cash provided by operating activities

182,072

159,182

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment

(60,636)

(61,294)

Proceeds from sales of property and equipment

692

1,478

Cash used in acquisitions, net of cash acquired

(133,123)

(180,512)

Net cash used in investing activities

(193,067)

(240,328)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from exercise of stock options

14,187

7,506

Excess tax benefit from stock-based payments

11,071

5,626

Debt issuance costs

(175)

(10,816)

Borrowings under revolving credit facility

500,087

526,753

Repayments under revolving credit facility

(747,851)

(149,328)

Borrowings under term loans

200,000

250,000

Repayments under term loans

(14,375)

(597,339)

Borrowings under receivables securitization facility

77,272

Payments of other obligations

(8,936)

(1,680)

Net cash provided by financing activities

31,280

30,722

Effect of exchange rate changes on cash and equivalents

682

(153)

Net increase (decrease) in cash and equivalents

20,967

(50,577)

Cash and equivalents, beginning of period

48,247

95,689

Cash and equivalents, end of period

69,214

45,112

Supplemental disclosure of cash paid for:

Income taxes, net of refunds

110,911

83,655

Interest

20,823

15,653

Supplemental disclosure of noncash investing and financing activities:

Purchase price payable, including notes issued in connection with business acquisitions

8,272

11,940

Contingent consideration liabilities

5,540

1,300

Property and equipment acquired under capital leases

5,429

0

Property and equipment purchases not yet paid

$ 4,058

$ 3,534

Consolidated Condensed Statements of Stockholders' Equity (USD $)

In Thousands, except Share data

Total

Common Stock

Additional Paid-In Capital

Retained Earnings

Accumulated Other Comprehensive Loss

Beginning Balance at Dec. 31, 2011

$ 1,644,085

$ 2,939

$ 901,313

$ 748,794

$ (8,961)

Beginning Balance (in shares) at Dec. 31, 2011

293,897,000

Net income

199,037

Other comprehensive income

8,285

Restricted stock units vested, shares

467,000

Restricted stock units vested, value

5

(5)

Stock-based compensation expense

11,976

Exercise of stock options (in shares)

2,653,000

Exercise of stock options

14,187

26

14,161

Excess tax benefit from stock-based payments

11,071

Ending Balance at Sep. 30, 2012

$ 1,888,641

$ 2,970

$ 938,516

$ 947,831

$ (676)

Ending Balance (in shares) at Sep. 30, 2012

297,017,000

Interim Financial Statements

The unaudited financial statements presented in this report represent the consolidation of LKQ Corporation, a Delaware corporation, and its subsidiaries. LKQ Corporation is a holding company and all operations are conducted by subsidiaries. When the terms “the Company,” “we,” “us,” or “our” are used in this document, those terms refer to LKQ Corporation and its consolidated subsidiaries.

We have prepared the accompanying unaudited consolidated condensed financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial statements. Accordingly, certain information related to our significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. These unaudited consolidated condensed financial statements reflect, in the opinion of management, all material adjustments (which include only normal recurring adjustments) necessary to fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented.

During the third quarter of 2012, our Board of Directors approved a two-for-one split of our common stock. The stock split was completed in the form of a stock dividend that was issued on September 18, 2012 to stockholders of record at the close of business on August 28, 2012. The stock began trading on a split adjusted basis on September 19, 2012. The Company’s historical share and per share information within this Quarterly Report on Form 10-Q has been retroactively adjusted to give effect to this stock split.

Operating results for interim periods are not necessarily indicative of the results that can be expected for any subsequent interim period or for a full year. These interim financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our most recent Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on February 27, 2012.

Financial Statement Information

Revenue Recognition

The majority of our revenue is derived from the sale of vehicle parts. Revenue is recognized when the products are shipped or picked up by customers and title has transferred, subject to an allowance for estimated returns, discounts and allowances that we estimate based upon historical information. We recorded a reserve for estimated returns, discounts and allowances of approximately $22.7 million and $22.8 million at September 30, 2012 and December 31, 2011, respectively. We present taxes assessed by governmental authorities collected from customers on a net basis. Therefore, the taxes are excluded from revenue on our Unaudited Consolidated Condensed Statements of Income and are shown as a current liability on our Unaudited Consolidated Condensed Balance Sheets until remitted. Revenue from the sale of separately-priced extended warranty contracts is reported as deferred revenue and recognized ratably over the term of the contracts or three years in the case of lifetime warranties.

Receivables

We recorded a reserve for uncollectible accounts of approximately $8.7 million and $8.3 million at September 30, 2012 and December 31, 2011, respectively.

Inventory

Inventory consists of the following (in thousands):



	September 30, 2012		December 31, 2011
Aftermarket and refurbished products	$	488,489	$	445,787
Salvage and remanufactured products	337,865		291,059
	$	826,354	$	736,846

Intangibles

Intangible assets consist primarily of goodwill (the cost of purchased businesses in excess of the fair value of the identifiable net assets acquired) and other specifically identifiable intangible assets, such as trade names, trademarks, customer relationships and covenants not to compete.

The change in the carrying amount of goodwill during the nine months ended September 30, 2012 is as follows (in thousands):



Balance as of January 1, 2012	$	1,476,063
Business acquisitions and adjustments to previously recorded goodwill	105,738
Exchange rate effects	16,135
Balance as of September 30, 2012	$	1,597,936

During the nine months ended September 30, 2012, we finalized the valuation of certain intangible assets acquired related to our 2011 acquisitions. As these adjustments did not have a material impact on our financial position or results of operations, we recorded these adjustments to goodwill and amortization expense in the nine month period ended September 30, 2012.

The components of other intangibles are as follows (in thousands):



	September 30, 2012							December 31, 2011
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Trade names and trademarks	$	118,193	$	(20,251	)	$	97,942	$	115,954	$	(16,305	)	$	99,649
Customer relationships	14,409		(5,762		)	8,647		10,050		(3,065		)	6,985
Covenants not to compete	3,443		(1,335		)	2,108		3,194		(918		)	2,276
	$	136,045	$	(27,348	)	$	108,697	$	129,198	$	(20,288	)	$	108,910

During the nine months ended September 30, 2012, we recorded $0.6 million of trade names, $4.1 million of customer relationships and $0.4 million of covenants not to compete resulting from our 2012 acquisitions and adjustments to certain preliminary intangible asset valuations from our 2011 acquisitions. Trade names and trademarks are amortized over a useful life ranging from 10 to 30 years on a straight-line basis. Customer relationships are amortized over the expected period to be benefited (5 to 10 years) on either a straight-line or accelerated basis. Covenants not to compete are amortized over the lives of the respective agreements, which range from one to five years, on a straight-line basis. Amortization expense for intangibles was approximately $7.1 million and $5.4 million during the nine month periods ended September 30, 2012 and 2011, respectively. Estimated amortization expense for each of the five years in the period ending December 31, 2016 is $9.5 million, $8.7 million, $7.9 million, $7.1 million and $6.3 million, respectively.

Depreciation Expense

Included in Cost of Goods Sold on the Unaudited Consolidated Condensed Statements of Income is depreciation expense associated with our refurbishing, remanufacturing, and furnace operations and our distribution centers.

Warranty Reserve

Some of our salvage mechanical products are sold with a standard six month warranty against defects. Additionally, some of our remanufactured engines are sold with a standard three year warranty against defects. We record the estimated warranty costs at the time of sale using historical warranty claim information to project future warranty claims activity. The changes in the warranty reserve during the nine month period ended September 30, 2012 were as follows (in thousands):



Balance as of January 1, 2012	$	7,347
Warranty expense	21,243
Warranty claims	(20,723		)
Business acquisitions	861
Balance as of September 30, 2012	$	8,728

For an additional fee, we also sell extended warranty contracts for certain mechanical products. The expense related to extended warranty claims is recognized when the claim is made.

Recent Accounting Pronouncements

Effective January 1, 2012, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2011-05, “Presentation of Comprehensive Income” and ASU No. 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” These ASUs eliminate the option to present the components of other comprehensive income in the statement of changes in stockholders’ equity. Instead, entities have the option to present the components of net income, the components of other comprehensive income and total comprehensive income in a single continuous statement or in two separate but consecutive statements. The amendments did not change the items reported in other comprehensive income or when an item of other comprehensive income is reclassified to net income. As a result, the adoption of this guidance did not affect our financial position, results of operations or cash flows. We have presented the components of net income, the components of other comprehensive income and total comprehensive income in two separate but consecutive statements.

Effective January 1, 2012, we adopted FASB ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” This update clarifies existing fair value measurement requirements, amends existing guidance primarily related to fair value measurements for financial instruments, and requires enhanced disclosures on fair value measurements. The additional disclosures are specific to Level 3 fair value measurements, transfers between Level 1 and Level 2 of the fair value hierarchy, financial instruments not measured at fair value and use of an asset measured or disclosed at fair value differing from its highest and best use. We applied the provisions of this ASU to our fair value measurements during the current year, however, the adoption did not have a material effect on our financial statements. Refer to Note 6, "Fair Value Measurements," for the required disclosures.

Equity Incentive Plans


Note 3.	Equity Incentive Plans

In order to attract and retain employees, non-employee directors, consultants, and other persons associated with us, we may grant qualified and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance shares and performance units under the LKQ Corporation 1998 Equity Incentive Plan (the “Equity Incentive Plan”). In the first quarter of 2012, our Board of Directors approved an amendment to the Equity Incentive Plan, which was subsequently approved by our stockholders at our 2012 Annual Meeting in May 2012, to explicitly allow participation of our non-employee directors, to allow issuance of shares of our common stock to non-employee directors in lieu of cash compensation, to increase the number of shares available for issuance under the Equity Incentive Plan by 1,088,834, and to make certain updating amendments.

In connection with the amendment to the Equity Incentive Plan, our Board of Directors approved the termination of the Stock Option and Compensation Plan for Non-Employee Directors (the “Director Plan”), other than with respect to any options currently outstanding under the Director Plan. We had not issued options under the Director Plan since 2007. The increase in the number of shares available for issuance under the Equity Incentive Plan as approved by our Board of Directors in the first quarter of 2012 represented the remaining number of shares available for issuance under the Director Plan as of December 31, 2011.

Most of our RSUs, stock options, and restricted stock vest over a period of five years. Vesting of the awards is subject to a continued service condition. Each RSU converts into one share of LKQ common stock on the applicable vesting date. Shares of restricted stock may not be sold, pledged or otherwise transferred until they vest. Stock options expire ten years from the date they are granted. We expect to issue new shares of common stock to cover past and future equity grants.

As a result of the stock split in September 2012 as discussed in Note 1, "Interim Financial Statements," the following adjustments were made in accordance with the nondiscretionary antidilution provisions of our 1998 Equity Incentive Plan: the number of shares available for issuance doubled; the number of outstanding RSUs, shares subject to stock options and shares of restricted stock all also doubled; and the exercise prices of outstanding stock options were reduced to 50% of the exercise prices prior to the stock split.

A summary of transactions in our stock-based compensation plans for the nine months ended September 30, 2012 is as follows:



	Shares Available For Grant		RSUs				Stock Options				Restricted Stock
	Shares Available For Grant		Number Outstanding		Weighted Average Grant Date Fair Value		Number Outstanding		Weighted Average Exercise Price		Number Outstanding		Weighted Average Grant Date Fair Value
Balance, January 1, 2012	15,752,370		1,433,582		$	11.80	13,078,092		$	6.47	212,000		$	9.49
Granted	(1,504,410	)	1,504,410		15.86		—		—		—		—
Exercised	—		—		—		(2,652,242	)	5.35		—		—
Vested	—		(467,208	)	13.09		—		—		(86,000	)	9.54
Cancelled	274,566		(82,776	)	14.07		(191,790	)	8.20		—		—
Balance, September 30, 2012	14,522,526		2,388,008		$	14.02	10,234,060		$	6.72	126,000		$	9.46

The fair value of RSUs is based on the market price of LKQ stock on the date of issuance. When estimating forfeitures, we consider voluntary and involuntary termination behavior as well as analysis of historical forfeitures. For valuing RSUs granted during the nine month period ended September 30, 2012, we used a forfeiture rate of 8% for grants to employees and a forfeiture rate of 0% for grants to non-employee directors and executive officers. The fair value of RSUs that vested during the nine months ended September 30, 2012 was approximately $7.8 million.

We recognize compensation expense on a straight-line basis over the requisite service period of the award. The components of pre-tax stock-based compensation expense are as follows (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012		2011
RSUs	$	2,048	$	968	$	6,131	$	2,737
Stock options	1,720		2,143		5,162		6,290
Restricted stock	230		230		683		683
Stock issued to non-employee directors	—		85		—		318
Total stock-based compensation expense	$	3,998	$	3,426	$	11,976	$	10,028

The following table sets forth the classification of total stock-based compensation expense included in the accompanying Unaudited Consolidated Condensed Statements of Income (in thousands):



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Cost of goods sold	$	99		$	84		$	298		$	252
Facility and warehouse expenses	648			608			1,951			1,842
Selling, general and administrative expenses	3,251			2,734			9,727			7,934
	3,998			3,426			11,976			10,028
Income tax benefit	(1,559		)	(1,326		)	(4,671		)	(3,881		)
Total stock-based compensation expense, net of tax	$	2,439		$	2,100		$	7,305		$	6,147

We have not capitalized any stock-based compensation costs during either of the nine month periods ended September 30, 2012 or 2011.

As of September 30, 2012, unrecognized compensation expense related to unvested RSUs, stock options and restricted stock is expected to be recognized as follows (in thousands):



	RSUs		Stock Options		Restricted Stock		Total
Remainder of 2012	$	2,046	$	1,721	$	230	$	3,997
2013	8,332		4,722		208		13,262
2014	8,268		3,116		139		11,523
2015	8,063		78		—		8,141
2016	4,498		—		—		4,498
2017	143		—		—		143
Total unrecognized compensation expense	$	31,350	$	9,637	$	577	$	41,564

Long-Term Obligations

Long-Term Obligations consist of the following (in thousands):



	September 30, 2012			December 31, 2011
Senior secured credit agreement:
Term loans payable	$	426,250		$	240,625
Revolving credit facility	419,616			660,730
Receivables securitization facility	77,272			—
Notes payable through October 2018 at weighted average interest rates of 1.9% and 2.0%, respectively	43,651			38,338
Other long-term debt at weighted average interest rates of 2.3% and 3.2%, respectively	15,057			16,383
	981,846			956,076
Less current maturities	(52,103		)	(29,524		)
	$	929,743		$	926,552

Senior Secured Credit Agreement

On March 25, 2011, we entered into a credit agreement with the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America N.A., as syndication agent, RBS Citizens, N.A. and Wells Fargo Bank, National Association, as co-documentation agents, and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Citizens, N.A. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners, which was amended on September 30, 2011 (as amended, the “Credit Agreement”). The Credit Agreement provides for borrowings up to $1.4 billion, consisting of (1) a $950 million revolving credit facility (the “Revolving Credit Facility”), (2) a $250 million term loan facility (the “Term Loan Facility”) and (3) an additional term loan facility of up to $200 million (“New Term Loan Facility”). Under the Revolving Credit Facility, we are permitted to draw up to the U.S. dollar equivalent of $500 million in Canadian dollars, pounds sterling, euros, and other agreed-upon currencies. The Credit Agreement also provides for (a) the issuance of up to $125 million of letters of credit under the Revolving Credit Facility in agreed-upon currencies, (b) the issuance of up to $25 million of swing line loans under the Revolving Credit Facility, and (c) the opportunity to increase the amount of the Revolving Credit Facility or obtain incremental term loans up to $400 million. Outstanding letters of credit and swing line loans are taken into account when determining availability under the Revolving Credit Facility. In January 2012, we borrowed the full $200 million available under the New Term Loan Facility, which we used to pay down a portion of our Revolving Credit Facility borrowings.

Amounts under the Revolving Credit Facility are due and payable upon maturity of the Credit Agreement in March 2016. Amounts under the Term Loan Facility are due and payable in quarterly installments, with the annual payments equal to 5% of the original principal amount in the first and second years, 10% of the original principal amount in the third and fourth years, and 15% of the original principal amount in the fifth year. The remaining balance under the Term Loan Facility is due and payable on the maturity date of the Credit Agreement. Amounts under the New Term Loan Facility are due and payable in quarterly installments beginning after March 31, 2012, with the annual payments equal to 5% of the original principal amount in the first and second years and 10% of the original principal amount in the third and fourth years. The remaining balance under the New Term Loan Facility is due and payable on the maturity date of the Credit Agreement. We are required to prepay the Term Loan Facility and the New Term Loan Facility by amounts equal to proceeds from the sale or disposition of certain assets if the proceeds are not reinvested within twelve months. We also have the option to prepay outstanding amounts under the Credit Agreement.

The Credit Agreement contains customary representations and warranties, and contains customary covenants that provide limitations and conditions on our ability to, among other things (i) incur indebtedness, except for certain exclusions such as borrowings on a permitted receivables facility up to $100 million, (ii) incur liens, (iii) enter into any merger, consolidation, amalgamation, or otherwise liquidate or dissolve the Company, (iv) dispose of certain property, (v) make dividend payments, repurchase our stock, or enter into derivative contracts indexed to the value of our common stock, (vi) make certain investments, including the acquisition of assets constituting a business or the stock of a business designated as a non-guarantor, (vii) make optional prepayments of subordinated debt, (viii) enter into sale-leaseback transactions, (ix) issue preferred stock, redeemable stock, convertible stock or other similar equity instruments, and (x) enter into hedge agreements for speculative purposes or otherwise not in the ordinary course of business. The Credit Agreement also contains financial and affirmative covenants under which we (i) may not exceed a maximum net leverage ratio of 3.00 to 1.00, except in connection with permitted acquisitions with aggregate consideration in excess of $200 million during any period of four consecutive fiscal quarters in which case the maximum net leverage ratio may increase to 3.50 to 1.00 for the subsequent four fiscal quarters and (ii) are required to maintain a minimum interest coverage ratio of 3.00 to 1.00. We were in compliance with all restrictive covenants under the Credit Agreement as of September 30, 2012 and December 31, 2011.

Borrowings under the Credit Agreement bear interest at variable rates, which depend on the currency and duration of the borrowing elected, plus an applicable margin. The applicable margin is subject to change in increments of 0.25% depending on our total leverage ratio. Interest payments are due on the last day of the selected interest period or quarterly in arrears depending on the type of borrowing. Including the effect of the interest rate swap agreements described in Note 5, "Derivative Instruments and Hedging Activities," the weighted average interest rates on borrowings outstanding against the Credit Agreement at September 30, 2012 and December 31, 2011 were 2.90% and 2.59%, respectively. We also pay a commitment fee based on the average daily unused amount of the Revolving Credit Facility. The commitment fee is subject to change in increments of 0.05% depending on our total leverage ratio. In addition, we pay a participation commission on outstanding letters of credit at an applicable rate based on our total leverage ratio, as well as a fronting fee of 0.125% to the issuing bank, which are due quarterly in arrears. Borrowings under the Credit Agreement totaled $845.9 million and $901.4 million at September 30, 2012 and December 31, 2011, respectively, of which $28.8 million and $12.5 million were classified as current maturities, respectively. As of September 30, 2012, there were $47.4 million of outstanding letters of credit. The amounts available under the Revolving Credit Facility are reduced by the amounts outstanding under letters of credit, and thus availability on the Revolving Credit Facility at September 30, 2012 was $482.9 million.

During the nine months ended September 30, 2011, we incurred a loss on debt extinguishment of $5.3 million related to the write off of the unamortized balance of capitalized debt issuance costs under our previous debt agreement. The amount of the write off excludes debt issuance cost amortization, which is recorded as a component of interest expense. We incurred $10.8 million in fees related to the execution of the Credit Agreement during the nine month period ended September 30, 2011. These fees were capitalized within Other Assets on our Unaudited Consolidated Condensed Balance Sheets and are amortized over the term of the agreement.

Receivables Securitization Facility

On September 28, 2012, we entered into a three year receivables securitization facility (the "Receivables Facility") pursuant to (i) a Receivables Sale Agreement (the "RSA"), among certain subsidiaries of LKQ, as "Originators," and LKQ Receivables Finance Company, LLC ("LRFC"), a wholly owned, bankruptcy-remote special purpose subsidiary of LKQ, as Buyer and (ii) a Receivables Purchase Agreement (the "RPA") among LRFC, as Seller, LKQ, as Servicer, certain conduit investors and The Bank of Tokyo-Mitsubishi UFJ, Ltd. ("BTMU"), as Administrative Agent, Managing Agent and Financial Institution.

Under the terms of the RSA, the Originators sell at a discount or contribute certain of their trade accounts receivable, related collections and security interests (the "Receivables") to LRFC on a revolving basis. Under the terms of the RPA, LRFC sells to BTMU for the benefit of the conduit investors and/or financial institutions (together with BTMU, the "Purchasers") an undivided ownership interest in the Receivables for up to $80 million in cash proceeds, subject to additional Incremental Purchases, as defined in the RPA, which may increase the maximum amount of aggregate investments made by the Purchasers. The proceeds from the Purchasers' initial investment of $77.3 million were used to finance LRFC's initial purchase from the Originators, and the proceeds from LRFC's initial purchase from the Originators were used to repay outstanding borrowings under the Revolving Credit Facility. Upon payment of the Receivables by customers, rather than remitting to BTMU the amounts collected, LRFC has reinvested and will reinvest such Receivables payments to purchase additional Receivables from the Originators, subject to the Originators generating sufficient eligible Receivables to sell to LRFC in replacement of collected balances. LRFC may also use the proceeds from a subordinated loan made by the Originators to LRFC to finance purchases of the Receivables from the Originators. Because the Receivables are held by LRFC, a separate bankruptcy-remote corporate entity, the Receivables will be available first to satisfy the creditors of LRFC, including the Purchasers. At the end of the initial three year term, the financial institutions may elect to renew their commitments under the RPA.

The sale of the ownership interest in the Receivables is accounted for as a secured borrowing in our Unaudited Consolidated Condensed Balance Sheets, under which the Receivables collateralize the amounts invested by the Purchasers. As of September 30, 2012, $113.5 million of net Receivables were collateral for the investment under the Receivables Facility. Under the RPA, we pay variable interest rates plus a margin on the outstanding amounts invested by the Purchasers. The variable rates are based on (i) commercial paper rates, (ii) LIBOR rates plus 1.25%, or (iii) base rates, and are payable monthly in arrears. We also pay a commitment fee on the excess of the investment maximum over the average daily outstanding investment, payable monthly in arrears. As of September 30, 2012, the interest rate under the Receivables Facility was 1.07%. During the three months ended September 30, 2012, we also incurred $0.2 million of arrangement fees and other related transaction costs which were capitalized within Other Assets on the Unaudited Consolidated Condensed Balance Sheets and are amortized over the term of the facility. As of September 30, 2012, the outstanding balance of $77.3 million was classified as long-term on the Unaudited Consolidated Condensed Balance Sheets because we have the ability and intent to refinance these borrowings on a long-term basis.

The RPA contains customary representations and warranties and customary covenants, including covenants to preserve the bankruptcy remote status of LRFC. The RPA also contains customary default and termination provisions that provide for acceleration of amounts owed under the RPA upon the occurrence of certain specified events with respect to LRFC, the Originators or LKQ, including, but not limited to, (i) LRFC's failure to pay interest and other amounts due, (ii) failure by LRFC, the Originators, or LKQ to pay certain indebtedness, (iii) certain insolvency events with respect to LRFC, the Originators or LKQ, (iv) certain judgments entered against LRFC, the Originators or LKQ, (v) certain liens filed with respect to the assets of LRFC or the Originators, and (vi) breach of certain financial ratios designed to capture events negatively affecting the overall credit quality of the Receivables securing amounts invested by the Purchasers.

Derivative Instruments and Hedging Activities

We are exposed to market risks, including the effect of changes in interest rates, foreign currency exchange rates and commodity prices. Under our current policies, we use derivatives to manage our exposure to variable interest rates on our senior secured debt. For certain of our operations, we also use short-term foreign currency and commodity forward contracts to manage our exposure to variability in foreign currency denominated transactions and changing metals prices, respectively. We do not hold or issue derivatives for trading purposes.

Interest Rate Swaps

At September 30, 2012, we had interest rate swap agreements in place to hedge a portion of the variable interest rate risk on our variable rate borrowings under our credit agreement, with the objective of minimizing the impact of interest rate fluctuations and stabilizing cash flows. Under the terms of the interest rate swap agreements, we pay the fixed interest rate and have received and will receive payment at a variable rate of interest based on the London InterBank Offered Rate (“LIBOR”) or the Canadian Dealer Offered Rate (“CDOR”) for the respective currency of each interest rate swap agreement’s notional amount. The interest rate swap agreements qualify as cash flow hedges, and we have elected to apply hedge accounting for these swap agreements. As a result, the effective portion of changes in the fair value of the interest rate swap agreements is recorded in Accumulated Other Comprehensive Loss and is reclassified to interest expense when the underlying interest payment has an impact on earnings. The ineffective portion of changes in the fair value of the interest rate swap agreements is reported in interest expense.

The following table summarizes the terms of our interest rate swap agreements as of September 30, 2012:



Notional Amount	Effective Date	Maturity Date	Fixed Interest Rate*
USD $250,000,000	October 14, 2010	October 14, 2015	3.31%
USD $100,000,000	April 14, 2011	October 14, 2013	2.86%
USD $60,000,000	November 30, 2011	October 31, 2016	2.95%
USD $60,000,000	November 30, 2011	October 31, 2016	2.94%
USD $50,000,000	December 30, 2011	December 30, 2016	2.94%
GBP £50,000,000	November 30, 2011	October 30, 2016	3.11%
CAD $25,000,000	December 30, 2011	March 24, 2016	3.17%

* Includes applicable margin of 1.75% per annum on LIBOR or CDOR-based debt in effect as of September 30, 2012 under the Credit Agreement.

As of September 30, 2012 and December 31, 2011, the fair market value of the interest rate swap contracts was a liability of $17.3 million and $10.6 million, respectively, included in Other Noncurrent Liabilities on our Unaudited Consolidated Condensed Balance Sheets.

Changes in Accumulated Other Comprehensive Income (Loss) related to our interest rate swap agreements were as follows (in thousands):



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Beginning balance	$	(9,881	)	$	12		$	(6,890	)	$	2,176
Pretax loss	(3,557		)	(9,087		)	(11,266		)	(15,514		)
Income tax benefit	1,259			3,271			3,981			5,585
Reversal of unrealized loss	1,641			1,093			4,753			4,363
Reversal of deferred income taxes	(585		)	(394		)	(1,701		)	(1,571		)
Hedge ineffectiveness	—			—			—			(225		)
Income tax benefit	—			—			—			81
Ending balance	$	(11,123	)	$	(5,105	)	$	(11,123	)	$	(5,105	)

In connection with the execution of our credit agreement on March 25, 2011 as discussed in Note 4, "Long-Term Obligations," we temporarily experienced differences in critical terms between the interest rate swaps and the underlying debt. As a result, we incurred a loss of $0.2 million related to hedge ineffectiveness for the nine months ended September 30, 2011. Beginning on April 14, 2011, we have held, and expect to continue to hold through the maturity of the respective interest rate swap agreements, at least the notional amount of each agreement in the respective variable-rate debt, such that future ineffectiveness will be immaterial and the swaps will continue to be highly effective in hedging our variable rate debt.

As of September 30, 2012, we estimate that $4.3 million of derivative losses (net of tax) included in Accumulated Other Comprehensive Loss will be reclassified into interest expense within the next 12 months.

Other Derivative Instruments

We hold other short-term derivative instruments, including foreign currency forward contracts and commodity forward contracts, to manage our exposure to variability in exchange rates and metals prices in certain of our operations. We have elected not to apply hedge accounting for these transactions, and therefore the contracts are adjusted to fair value through our results of operations as of each balance sheet date. The notional amount and fair value of these contracts at September 30, 2012 and December 31, 2011, along with the effect on our results of operations for the three and nine month periods ended September 30, 2012, were immaterial.

Fair Value Measurements

Financial Assets and Liabilities Measured at Fair Value

We use the market and income approaches to value our financial assets and liabilities, and there were no significant changes in valuation techniques or inputs during the nine months ended September 30, 2012. The tiers in the fair value hierarchy include: Level 1, defined as observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The following tables present information about our financial assets and liabilities measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation inputs we utilized to determine such fair value as of September 30, 2012 and December 31, 2011 (in thousands):



	Balance as of September 30, 2012		Fair Value Measurements as of September 30, 2012
	Balance as of September 30, 2012		Level 1		Level 2		Level 3
Assets:
Cash surrender value of life insurance	$	18,850	$	—	$	18,850	$	—
Total Assets	$	18,850	$	—	$	18,850	$	—
Liabilities:
Contingent consideration liabilities	$	92,282	$	—	$	—	$	92,282
Deferred compensation liabilities	18,766		—		18,766		—
Interest rate swaps	17,257		—		17,257		—
Total Liabilities	$	128,305	$	—	$	36,023	$	92,282



	Balance as of December 31, 2011		Fair Value Measurements as of December 31, 2011
	Balance as of December 31, 2011		Level 1		Level 2		Level 3
Assets:
Cash surrender value of life insurance	$	13,413	$	—	$	13,413	$	—
Total Assets	$	13,413	$	—	$	13,413	$	—
Liabilities:
Contingent consideration liabilities	$	82,382	$	—	$	—	$	82,382
Deferred compensation liabilities	14,071		—		14,071		—
Interest rate swaps	10,576		—		10,576		—
Total Liabilities	$	107,029	$	—	$	24,647	$	82,382

The cash surrender value of life insurance and deferred compensation liabilities are included in Other Assets and Other Noncurrent Liabilities, respectively, on our Unaudited Consolidated Condensed Balance Sheets. The contingent consideration liabilities are classified as separate line items in both current and noncurrent liabilities on our Unaudited Consolidated Condensed Balance Sheets based on the expected timing of the related payments.

Our Level 2 assets and liabilities are valued using inputs from third parties and market observable data. We obtain valuation data for the cash surrender value of life insurance and deferred compensation liabilities from third party sources, which determine the net asset values for our accounts using quoted market prices, investment allocations and reportable trades. We value the interest rate swaps using a third party valuation model that performs a discounted cash flow analysis based on the terms of the contracts and market observable inputs such as current and forward interest rates.

Our contingent consideration liabilities are related to our business acquisitions as further described in Note 9, "Business Combinations." Under the terms of the contingent consideration agreements, payments may be made at specified future dates depending on the performance of the acquired business subsequent to the acquisition. The liabilities for these payments are classified as Level 3 liabilities because the related fair value measurement, which is determined using an income approach, includes significant inputs not observable in the market. These unobservable inputs include internally-developed assumptions of the probabilities of achieving specified targets, which are used to determine the resulting cash flows and the applicable discount rate. Our Level 3 fair value measurements are established and updated quarterly by our corporate accounting department using current information about these key assumptions, with the input and oversight of our operational and executive management teams. We evaluate the performance of the business during the period compared to our previous expectations, along with any changes to our future projections, and update the estimated cash flows accordingly. In addition, we consider changes to our cost of capital and changes to the probability of achieving the earnout payment targets when updating our discount rate on a quarterly basis.

The significant unobservable inputs used in the fair value measurements of our Level 3 contingent consideration liabilities were as follows:



Unobservable Input	September 30, 2012 Weighted Average		December 31, 2011 Weighted Average
Probability of achieving payout targets	80.7	%	78.1	%
Discount rate	6.5	%	3.0	%

A significant decrease in the assessed probabilities of achieving the targets or a significant increase in the discount rate, in isolation, would result in a significantly lower fair value measurement. Changes in the values of the liabilities are recorded in Change in Fair Value of Contingent Consideration Liabilities within Other Expense (Income) on our Unaudited Consolidated Condensed Statements of Income.

Changes in the fair value of our contingent consideration obligations for the three and nine month periods ended September 30, 2012 and 2011 were as follows (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012			2011
Beginning balance	$	88,037	$	985	$	82,382		$	2,000
Contingent consideration liabilities recorded for business acquisitions	—		700		5,540			1,300
Payments	—		—		(600		)	—
Loss (gain) included in earnings	1,892		—		1,787			(1,615		)
Exchange rate effects	2,353		—		3,173			—
Ending balance	$	92,282	$	1,685	$	92,282		$	1,685

The losses included in earnings for the three and nine month periods ended September 30, 2012 are related to contingent consideration obligations outstanding as of September 30, 2012. The gain included in earnings for the nine months ended September 30, 2011 is related to a contingent consideration obligation that was settled prior to September 30, 2012. The changes in the fair value of contingent consideration obligations during the respective periods in 2012 and 2011 are a result of the quarterly assessment of the fair value inputs. The loss during the nine month period ended September 30, 2012 also includes the impact related to the adoption of FASB ASU No. 2011-04 as described in Note 2, "Financial Statement Information" (which adoption did not have a material impact).

Financial Assets and Liabilities Not Measured at Fair Value

Our debt is reflected on the Unaudited Consolidated Condensed Balance Sheets at cost. Based on current market conditions as of September 30, 2012, the fair value of our Credit Agreement borrowings reasonably approximated the carrying value of $846 million. As discussed in Note 4, "Long-Term Obligations," we entered into a Receivables Facility on September 28, 2012. Due to the brief period between the execution of the Receivables Facility and the end of the quarter, the fair value of the outstanding borrowings under the Receivables Facility reasonably approximated the carrying value of $77 million.

The fair value measurements of our debt instruments are classified as Level 2 within the fair value hierarchy since they are determined based upon significant inputs observable in the market including interest rates on recent financing transactions with similar terms and maturities. We estimated the fair value by calculating the upfront cash payment a market participant would require at September 30, 2012 to assume these obligations.

Commitments and Contingencies

Operating Leases

We are obligated under noncancelable operating leases for corporate office space, warehouse and distribution facilities, trucks and certain equipment.

The future minimum lease commitments under these leases at September 30, 2012 are as follows (in thousands):



Three months ending December 31, 2012	$	23,841
Years ending December 31:
2013	90,588
2014	79,978
2015	69,899
2016	54,911
2017	42,564
Thereafter	116,214
Future Minimum Lease Payments	$	477,995

Litigation and Related Contingencies

We are a plaintiff in a class action lawsuit against several aftermarket product suppliers. During the three and nine month periods ended September 30, 2012, we recognized gains of $0.5 million and $17.2 million, respectively, resulting from lawsuit settlements with certain of the defendants. These gains were recorded as a reduction of Cost of Goods Sold on our Unaudited Consolidated Condensed Statements of Income. The class action is still pending against two defendants, the results of which are not expected to be material to our results of operations or cash flows. If there is a class settlement with (or a favorable judgment entered against) each of the remaining defendants, we will recognize the gain from such settlement or judgment when substantially all uncertainties regarding its timing and amount are resolved and realization is assured.

We also have certain contingencies resulting from litigation, claims and other commitments and are subject to a variety of environmental and pollution control laws and regulations incident to the ordinary course of business. We currently expect that the resolution of such contingencies will not materially affect our financial position, results of operations or cash flows.

Earnings Per Share

The following chart sets forth the computation of earnings per share (in thousands, except per share amounts):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012		2011
Net income	$	54,048	$	49,231	$	199,037	$	154,119
Denominator for basic earnings per share—Weighted-average shares outstanding	296,437		292,650		295,338		291,908
Effect of dilutive securities:
RSUs	430		96		436		186
Stock options	4,241		3,986		4,398		4,136
Restricted stock	64		72		54		58
Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding	301,172		296,804		300,226		296,288
Earnings per share, basic	$	0.18	$	0.17	$	0.67	$	0.53
Earnings per share, diluted	$	0.18	$	0.17	$	0.66	$	0.52

The following table sets forth the number of employee stock-based compensation awards outstanding but not included in the computation of diluted earnings per share because their effect would have been antidilutive (in thousands):



	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2012	2011	2012	2011
Antidilutive securities:
Stock options	—	3,035	—	3,045

Business Combinations

During the nine months ended September 30, 2012, we made 13 acquisitions in North America, which included eight wholesale businesses and five self service retail operations. Our wholesale acquisitions included the purchase of a precious metals refining and reclamation business, which we acquired with the goal of improving the profitability of our scrap recovery process related to the precious metals we extract from our salvage vehicle parts such as catalytic converters. Our other 2012 acquisitions enabled us to expand our geographic presence and enter new markets.

Total acquisition date fair value of the consideration for the acquisitions during the nine months ended September 30, 2012 was $143.1 million, composed of $129.3 million of cash (net of cash acquired), $8.2 million of notes payable, $0.1 million of other purchase price obligations (non-interest bearing) and $5.5 million of contingent payments to former owners. The contingent consideration arrangements made in connection with our 2012 acquisitions have a maximum potential payout of $6.5 million.

During the nine months ended September 30, 2012, we recorded $105.7 million of goodwill related to these acquisitions and immaterial adjustments to preliminary purchase price allocations related to certain of our 2011 acquisitions. We expect $85.2 million of the $105.7 million of goodwill recorded to be deductible for income tax purposes. In the period between the acquisition dates and September 30, 2012, our 2012 acquisitions generated $62.4 million of revenue and $6.8 million of operating income.

In October 2012, we completed five acquisitions in our North American segment, which included four wholesale businesses as well as a self service retail operation. Our wholesale business acquisitions included two automotive aftermarket product distributors in Canada, which will enable us to expand our geographic presence in the Canadian alternative parts market. Our other acquisitions in October 2012 will enable us to expand our geographic presence and enter new markets. We are in the process of completing the purchase accounting for these acquisitions, and as a result, we are unable to disclose the amounts recognized for each major class of assets acquired and liabilities assumed, or the pro forma effect of the acquisitions on our results of operations.

On October 3, 2011, LKQ Corporation, LKQ Euro Limited (“LKQ Euro”), a subsidiary of LKQ Corporation, and Draco Limited (“Draco”) entered into an Agreement for the Sale and Purchase of Shares of Euro Car Parts Holdings Limited (the “Sale and Purchase Agreement”). Under the terms of the Sale and Purchase Agreement, effective October 1, 2011, LKQ Euro acquired all of the shares in the capital of Euro Car Parts Holdings Limited (“ECP”), an automotive aftermarket products distributor in the United Kingdom, from Draco and the other shareholders of ECP. With the acquisition of ECP, we expanded our geographic presence beyond North America into the European market. Our acquisition of ECP established our Wholesale – Europe operating segment. Total acquisition date fair value of the consideration for the ECP acquisition was £261.6 million ($403.7 million), composed of £190.3 million ($293.7 million) of cash (net of cash acquired), £18.4 million ($28.3 million) of notes payable, £2.7 million ($4.1 million) of other purchase price obligations (non-interest bearing) and a contingent payment to the former owners of ECP. Pursuant to the contingent payment terms, if certain annual performance targets are met by ECP, we will be obligated to pay between £22 million and £25 million and between £23 million and £30 million for the years ending December 31, 2012 and 2013, respectively. We determined the acquisition date fair value of these contingent payments to be £50.2 million ($77.5 million at the exchange rate on October 3, 2011). Refer to Note 6, "Fair Value Measurements" for information on changes to the fair value of our contingent consideration liabilities during each of the three and nine month periods ended September 30, 2012 and 2011.

We recorded goodwill of $332.9 million for the ECP acquisition, which will not be deductible for income tax purposes.

In addition to our acquisition of ECP, we made 20 acquisitions in North America in 2011 (12 wholesale businesses, five recycled heavy-duty truck products businesses and three self service retail operations). Our acquisitions included the purchase of two engine remanufacturers, which expanded our presence in the remanufacturing industry that we entered in 2010. Additionally, our acquisition of an automotive heating and cooling component distributor supplements our expansion into the automotive heating and cooling aftermarket products market. Our North American wholesale business acquisitions also included the purchase of the U.S. vehicle refinish paint distribution business of Akzo Nobel Automotive and Aerospace Coatings (the “Akzo Nobel paint business”), which allowed us to increase our paint and related product offerings and expand our geographic presence in the automotive paint market. Our other 2011 acquisitions enabled us to expand our geographic presence and enter new markets.

Total acquisition date fair value of the consideration for these 20 acquisitions was $207.3 million, composed of $193.2 million of cash (net of cash acquired), $5.9 million of notes payable, $4.5 million of other purchase price obligations (non-interest bearing) and $3.7 million of contingent payments to former owners. In conjunction with the acquisition of the Akzo Nobel paint business on May 26, 2011, we entered into a wholesaler agreement under which we became an authorized distributor of Akzo Nobel products in the acquired markets. Included in this agreement is a requirement to make an additional payment to Akzo Nobel in the event that our purchases of Akzo Nobel products do not meet specified thresholds from June 1, 2011 to May 31, 2014. This contingent payment will be calculated as the difference between our actual purchases and the targeted purchase levels outlined in the agreement for the specified period with a maximum payment of $21 million. The contingent consideration liability recorded in 2011 also includes two additional arrangements that have a maximum potential payout of $4.6 million. The acquisition date fair value of these contingent consideration agreements is immaterial.

During the year ended December 31, 2011, we recorded $105.2 million of goodwill related to these 20 acquisitions and immaterial adjustments to preliminary purchase price allocations related to certain of our 2010 acquisitions. Of this amount, approximately $88.3 million is expected to be deductible for income tax purposes.

Our acquisitions are accounted for under the purchase method of accounting and are included in our unaudited consolidated condensed financial statements from the dates of acquisition. The purchase prices were allocated to the net assets acquired based upon estimated fair market values at the dates of acquisition. The purchase price allocations for the acquisitions made during the nine months ended September 30, 2012 and the fourth quarter of 2011 are preliminary as we are in the process of determining the following: 1) valuation amounts for certain of the inventories acquired; 2) valuation amounts for certain intangible assets acquired; 3) the acquisition date fair value of certain liabilities assumed; and 4) the final estimation of the tax basis of the entities acquired.

The purchase price allocations for the acquisitions completed during the nine months ended September 30, 2012 and the year ended December 31, 2011 are as follows (in thousands):



	Nine Months Ended September 30, 2012 (Preliminary)			Year Ended December 31, 2011
	Nine Months Ended September 30, 2012 (Preliminary)			ECP (Preliminary)			Other Acquisitions (Preliminary)			Total (Preliminary)
Receivables	$	5,246		$	54,225		$	23,538		$	77,763
Receivable reserves	(542		)	(3,832		)	(1,121		)	(4,953		)
Inventory	35,399			93,835			59,846			153,681
Prepaid expenses and other current assets	36			3,189			2,820			6,009
Property and equipment	8,632			41,830			10,614			52,444
Goodwill	109,878			332,891			105,177			438,068
Other intangibles	479			43,723			7,683			51,406
Other assets	161			13			9,420			9,433
Deferred income taxes	122			(13,218		)	7,235			(5,983		)
Current liabilities assumed	(16,341		)	(135,390		)	(17,257		)	(152,647		)
Debt assumed	—			(13,564		)	—			(13,564		)
Other noncurrent liabilities assumed	—			—			(619		)	(619		)
Contingent consideration liabilities	(5,540		)	(77,539		)	(3,700		)	(81,239		)
Other purchase price obligations	(66		)	(4,136		)	(4,510		)	(8,646		)
Notes issued	(8,206		)	(28,302		)	(5,917		)	(34,219		)
Cash used in acquisitions, net of cash acquired	$	129,258		$	293,725		$	193,209		$	486,934

The primary reason for our acquisitions made during the nine months ended September 30, 2012 and the year ended December 31, 2011 was to leverage our strategy of becoming a one-stop provider for alternative vehicle replacement products. These acquisitions enabled us to expand our market presence, widen our product offerings and enter new markets. When we identify potential acquisitions, we attempt to target companies with a leading market share, an experienced management team and workforce that provide a fit with our existing operations and strong cash flows. In many cases, acquiring companies with these characteristics can result in purchase prices that include a significant amount of goodwill.

Our acquisition of ECP in 2011 marked our entry into the European automotive aftermarket business and provides an opportunity to us as that market has historically had a low penetration of alternative collision parts. Additionally, ECP is a leading distributor of alternative automotive products reaching most major markets in the U.K., with a developed distribution network, experienced management team, and established workforce. These factors contributed to the $332.9 million of goodwill recognized related to this acquisition.

The following pro forma summary presents the effect of the businesses acquired during the first nine months of 2012 as though the businesses had been acquired as of January 1, 2011 and the businesses acquired during the year ended December 31, 2011 as though they had been acquired as of January 1, 2010. The pro forma adjustments are based upon unaudited financial information of the acquired entities (in thousands, except per share data):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012		2011
Revenue, as reported	$	1,016,707	$	783,898	$	3,055,015	$	2,330,230
Revenue of purchased businesses for the period prior to acquisition:
ECP	—		141,544		—		407,042
Other acquisitions	1,259		65,477		72,829		267,616
Pro forma revenue	$	1,017,966	$	990,919	$	3,127,844	$	3,004,888
Net income, as reported	$	54,048	$	49,231	$	199,037	$	154,119
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments:
ECP	—		10,979		—		21,681
Other acquisitions	142		3,432		5,264		14,177
Pro forma net income	$	54,190	$	63,642	$	204,301	$	189,977
Earnings per share-basic, as reported	$	0.18	$	0.17	$	0.67	$	0.53
Effect of purchased businesses for the period prior to acquisition:
ECP	—		0.04		—		0.07
Other acquisitions	0.00		0.01		0.02		0.05
Pro forma earnings per share-basic ^(a)	$	0.18	$	0.22	$	0.69	$	0.65
Earnings per share-diluted, as reported	$	0.18	$	0.17	$	0.66	$	0.52
Effect of purchased businesses for the period prior to acquisition:
ECP	—		0.04		—		0.07
Other acquisitions	0.00		0.01		0.02		0.05
Pro forma earnings per share-diluted ^(a)	$	0.18	$	0.21	$	0.68	$	0.64

(a) The sum of the individual earnings per share amounts may not equal the total due to rounding.

Unaudited pro forma supplemental information is based upon accounting estimates and judgments that we believe are reasonable. The unaudited pro forma supplemental information includes the effect of purchase accounting adjustments, such as the adjustment of inventory acquired to net realizable value, adjustments to depreciation on acquired property and equipment, adjustments to amortization on acquired intangible assets, adjustments to interest expense, and the related tax effects. These pro forma results are not necessarily indicative either of what would have occurred if the acquisitions had been in effect for the period presented or of future results.

Restructuring and Acquisition Related Expenses

Refurbished Bumper and Wheel Restructuring

In the second quarter of 2012, we initiated a restructuring plan to improve the operational efficiency of our refurbished product operations and to reduce the cost structure of the related refurbished bumper and wheel product lines. As part of the restructuring plan, we are consolidating certain of our bumper and wheel refurbishing operations, with a focus on increasing output at the remaining operations to improve economies of scale. Restructuring costs include the write off of disposed assets, severance costs for termination of overlapping headcount, costs to move equipment and inventory, and excess facility costs. These costs are expensed as incurred, when the costs meet the criteria to be accrued, or, in the case of non-performing lease reserves, at the cease-use date of the facility. During the second quarter of 2012, we incurred $1.1 million of expense related to this restructuring plan. We are in the process of finalizing our restructuring plan, and we do not expect the remaining expenses to complete our plan will be material.

Akzo Nobel Paint Business Integration

With our acquisition of the Akzo Nobel paint business in the second quarter of 2011, we completed certain restructuring activities to integrate the acquired paint distribution locations into our existing business. Our restructuring plan included the closure of duplicate facilities, elimination of overlapping delivery routes and termination of employees in connection with the consolidation of the overlapping facilities and delivery routes. During the three and nine months ended September 30, 2011, we incurred $0.4 million and $2.5 million, respectively, in charges primarily related to excess facility costs, which were expensed at the cease-use date for the facilities. While we substantially completed the integration activities related to the Akzo Nobel paint business acquisition in 2011, we may record adjustments to the excess facility reserves before the end of the lease terms if we determine revisions are required to the underlying assumptions.

Other Acquisition Integration Plans and Acquisition Related Expenses

During the three and nine months ended September 30, 2012, we incurred $0.1 million and $1.4 million, respectively, of restructuring and acquisition related expenses related to certain of our 2011 and 2012 acquisitions. Our integration activities included the closure of duplicate facilities, termination of employees in connection with the consolidation of overlapping facilities with our existing business, moving expenses, and other third party services directly related to our acquisitions. These integration activities were substantially completed as of September 30, 2012.

During the three and nine months ended September 30, 2011, we incurred $1.8 million of acquisition related expenses, including advisory, legal, accounting, valuation and other professional fees, primarily related to our acquisition of ECP that was effective as of October 1, 2011.

Also during the three and nine months ended September 30, 2011, we incurred $0.7 million and $1.0 million, respectively, of expenses related to the integration plan for our 2010 acquisition of Cross Canada. Our restructuring plan included the integration of Cross Canada into our existing Canadian operations, as well as the transition of certain corporate functions to our corporate headquarters and our field support center in Nashville. The integration plan related to the Cross Canada acquisition was completed in 2011.

Income Taxes

At the end of each interim period, we estimate our annual effective tax rate and apply that rate to our interim earnings. We also record the tax impact of certain unusual or infrequently occurring items, including changes in judgment about valuation allowances and the effects of changes in tax laws or rates, in the interim period in which they occur.

The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in state and foreign jurisdictions, permanent and temporary differences between book and taxable income, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the tax environment changes.

Our effective income tax rate for the nine months ended September 30, 2012 was 36.3% compared with 38.7% for the comparable prior year period. The effective income tax rate for the nine months ended September 30, 2012 reflects the larger proportion of pretax income generated in lower rate jurisdictions, primarily as a result of the expansion of our international operations in the fourth quarter of 2011 through our acquisition of ECP. Additionally, we recorded $1.2 million of favorable discrete tax adjustments in the nine months ended September 30, 2012, primarily related to the revaluation of our net U.K. deferred tax liabilities as a result of reductions in the U.K. corporate income tax rate.

Segment and Geographic Information

We have four operating segments: Wholesale – North America; Wholesale – Europe; Self Service; and Heavy-Duty Truck. Our operations in North America, which include our Wholesale – North America, Self Service and Heavy-Duty Truck operating segments, are aggregated into one reportable segment because they possess similar economic characteristics and have common products and services, customers, and methods of distribution. Our Wholesale – Europe operating segment, formed with our acquisition of ECP effective October 1, 2011, marks our entry into the European automotive aftermarket business, and is presented as a separate reportable segment. Although the Wholesale – Europe operating segment shares many of the characteristics of our North American operations, including types of products offered, distribution methods, and procurement, we have provided separate financial information as we believe this data would be beneficial to users in understanding our results. Therefore, we present our reportable segments on a geographic basis.

The following table presents our financial performance, including revenue, earnings before interest, taxes, depreciation and amortization (“EBITDA”), and depreciation and amortization by reportable segment for the periods indicated (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012		2011
Revenue
North America	$	835,324	$	783,898	$	2,547,743	$	2,330,230
Europe	181,383		—		507,272		—
Total revenue	$	1,016,707	$	783,898	$	3,055,015	$	2,330,230
EBITDA
North America	$	89,265	$	98,376	$	331,140	$	311,133
Europe	20,079		—		55,669		—
Total EBITDA	$	109,344	$	98,376	$	386,809	$	311,133
Depreciation and Amortization
North America	$	14,830	$	13,511	$	43,603	$	38,308
Europe	3,298		—		7,971		—
Total depreciation and amortization	$	18,128	$	13,511	$	51,574	$	38,308

EBITDA during the three and nine months ended September 30, 2012 for our North American segment is inclusive of gains of $0.5 million and $17.2 million, respectively, resulting from lawsuit settlements with certain of our aftermarket product suppliers as discussed in Note 7, "Commitments and Contingencies." Included within EBITDA of our European segment are losses of $2.1 million and $1.9 million for the three and nine month periods ended September 30, 2012, respectively, for the change in fair value of contingent consideration liabilities related to our ECP acquisition. Refer to Note 6, "Fair Value Measurements," for further information on these changes in fair value of the contingent consideration obligations recorded in earnings during the periods.

The table below provides a reconciliation from EBITDA to Net Income (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012		2011
EBITDA	$	109,344	$	98,376	$	386,809	$	311,133
Depreciation and amortization	18,128		13,511		51,574		38,308
Interest expense, net	7,964		4,847		22,687		15,927
Loss on debt extinguishment	—		—		—		5,345
Provision for income taxes	29,204		30,787		113,511		97,434
Net income	$	54,048	$	49,231	$	199,037	$	154,119

The key measure of segment profit or loss reviewed by our chief operating decision maker, who is our Chief Executive Officer, is EBITDA. Segment EBITDA includes revenue and expenses that are controllable by the segment. Corporate and administrative expenses are allocated to the segments based on usage, with shared expenses apportioned based on the segment’s percentage of consolidated revenue. Segment EBITDA excludes depreciation, amortization, interest (including loss on debt extinguishment) and taxes. Loss on debt extinguishment is considered a component of interest in calculating EBITDA, as the write-off of debt issuance costs is similar to the treatment of debt issuance cost amortization.

The following table presents capital expenditures, which includes additions to property and equipment, by reportable segment (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012		2011
Capital Expenditures
North America	$	15,015	$	18,754	$	49,521	$	61,294
Europe	4,006		—		11,115		—
	$	19,021	$	18,754	$	60,636	$	61,294

The following table presents assets by reportable segment (in thousands):



	September 30, 2012		December 31, 2011
Receivables, net
North America	$	232,963	$	230,871
Europe	68,928		50,893
Total receivables, net	301,891		281,764
Inventory
North America	680,381		636,145
Europe	145,973		100,701
Total inventory	826,354		736,846
Property and Equipment, net
North America	396,764		380,282
Europe	56,508		43,816
Total property and equipment, net	453,272		424,098
Other unallocated assets	1,921,058		1,756,996
Total assets	$	3,502,575	$	3,199,704

We report net trade receivables, inventories, and net property and equipment by segment as that information is used by the chief operating decision maker in assessing segment performance. These assets provide a measure for the operating capital employed in each segment. Unallocated assets include cash, prepaid and other current and noncurrent assets, goodwill, intangibles and income taxes.

Our operations are primarily conducted in the U.S. Our European operations, which we started with the acquisition of ECP in the fourth quarter of 2011, are located in the U.K. Our operations in other countries include recycled and aftermarket operations in Canada, engine remanufacturing and bumper refurbishing operations in Mexico, an aftermarket parts distribution facility in Taiwan, and other alternative parts operations in Guatemala and Costa Rica.

The following table sets forth our revenue by geographic area (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012		2011
Revenue
United States	$	784,270	$	739,027	$	2,394,581	$	2,194,439
United Kingdom	181,383		—		507,272		—
Other countries	51,054		44,871		153,162		135,791
	$	1,016,707	$	783,898	$	3,055,015	$	2,330,230

The following table sets forth our tangible long-lived assets by geographic area (in thousands):



	September 30, 2012		December 31, 2011
Long-lived Assets
United States	$	374,844	$	360,961
United Kingdom	56,508		43,816
Other countries	21,920		19,321
	$	453,272	$	424,098

The following table sets forth our revenue by product category (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012		2011
Aftermarket, other new and refurbished products	$	562,750	$	365,569	$	1,676,006	$	1,102,887
Recycled, remanufactured and related products and services	317,877		284,660		967,250		830,142
Other	136,080		133,669		411,759		397,201
	$	1,016,707	$	783,898	$	3,055,015	$	2,330,230

All of the product categories include revenue from our North American reportable segment, while our European segment, which is composed of ECP, an automotive aftermarket products distributor, generates revenue only from the sale of aftermarket products. Revenue from other sources includes scrap sales, bulk sales to mechanical remanufacturers (including cores) and sales of aluminum ingots and sows from our furnace operations. With our acquisition of a precious metals refining and reclamation business in the second quarter of 2012, revenue from other sources also includes the sales of precious metals harvested from various components, including certain of our salvage vehicle parts.

Financial Statement Information (Policies)

Revenue Recognition

The majority of our revenue is derived from the sale of vehicle parts. Revenue is recognized when the products are shipped or picked up by customers and title has transferred, subject to an allowance for estimated returns, discounts and allowances that we estimate based upon historical information. We recorded a reserve for estimated returns, discounts and allowances of approximately $22.7 million and $22.8 million at September 30, 2012 and December 31, 2011, respectively. We present taxes assessed by governmental authorities collected from customers on a net basis. Therefore, the taxes are excluded from revenue on our Unaudited Consolidated Condensed Statements of Income and are shown as a current liability on our Unaudited Consolidated Condensed Balance Sheets until remitted. Revenue from the sale of separately-priced extended warranty contracts is reported as deferred revenue and recognized ratably over the term of the contracts or three years in the case of lifetime warranties.

Intangibles

Intangible assets consist primarily of goodwill (the cost of purchased businesses in excess of the fair value of the identifiable net assets acquired) and other specifically identifiable intangible assets, such as trade names, trademarks, customer relationships and covenants not to compete.

The change in the carrying amount of goodwill during the nine months ended September 30, 2012 is as follows (in thousands):



Balance as of January 1, 2012	$	1,476,063
Business acquisitions and adjustments to previously recorded goodwill	105,738
Exchange rate effects	16,135
Balance as of September 30, 2012	$	1,597,936

During the nine months ended September 30, 2012, we finalized the valuation of certain intangible assets acquired related to our 2011 acquisitions. As these adjustments did not have a material impact on our financial position or results of operations, we recorded these adjustments to goodwill and amortization expense in the nine month period ended September 30, 2012.

The components of other intangibles are as follows (in thousands):



	September 30, 2012							December 31, 2011
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Trade names and trademarks	$	118,193	$	(20,251	)	$	97,942	$	115,954	$	(16,305	)	$	99,649
Customer relationships	14,409		(5,762		)	8,647		10,050		(3,065		)	6,985
Covenants not to compete	3,443		(1,335		)	2,108		3,194		(918		)	2,276
	$	136,045	$	(27,348	)	$	108,697	$	129,198	$	(20,288	)	$	108,910

During the nine months ended September 30, 2012, we recorded $0.6 million of trade names, $4.1 million of customer relationships and $0.4 million of covenants not to compete resulting from our 2012 acquisitions and adjustments to certain preliminary intangible asset valuations from our 2011 acquisitions. Trade names and trademarks are amortized over a useful life ranging from 10 to 30 years on a straight-line basis. Customer relationships are amortized over the expected period to be benefited (5 to 10 years) on either a straight-line or accelerated basis. Covenants not to compete are amortized over the lives of the respective agreements, which range from one to five years, on a straight-line basis. Amortization expense for intangibles was approximately $7.1 million and $5.4 million during the nine month periods ended September 30, 2012 and 2011, respectively. Estimated amortization expense for each of the five years in the period ending December 31, 2016 is $9.5 million, $8.7 million, $7.9 million, $7.1 million and $6.3 million, respectively.

Depreciation Expense

Included in Cost of Goods Sold on the Unaudited Consolidated Condensed Statements of Income is depreciation expense associated with our refurbishing, remanufacturing, and furnace operations and our distribution centers.

Warranty Reserve

Some of our salvage mechanical products are sold with a standard six month warranty against defects. Additionally, some of our remanufactured engines are sold with a standard three year warranty against defects. We record the estimated warranty costs at the time of sale using historical warranty claim information to project future warranty claims activity. The changes in the warranty reserve during the nine month period ended September 30, 2012 were as follows (in thousands):



Balance as of January 1, 2012	$	7,347
Warranty expense	21,243
Warranty claims	(20,723		)
Business acquisitions	861
Balance as of September 30, 2012	$	8,728

For an additional fee, we also sell extended warranty contracts for certain mechanical products. The expense related to extended warranty claims is recognized when the claim is made.

Recent Accounting Pronouncements

Effective January 1, 2012, we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2011-05, “Presentation of Comprehensive Income” and ASU No. 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” These ASUs eliminate the option to present the components of other comprehensive income in the statement of changes in stockholders’ equity. Instead, entities have the option to present the components of net income, the components of other comprehensive income and total comprehensive income in a single continuous statement or in two separate but consecutive statements. The amendments did not change the items reported in other comprehensive income or when an item of other comprehensive income is reclassified to net income. As a result, the adoption of this guidance did not affect our financial position, results of operations or cash flows. We have presented the components of net income, the components of other comprehensive income and total comprehensive income in two separate but consecutive statements.

Effective January 1, 2012, we adopted FASB ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” This update clarifies existing fair value measurement requirements, amends existing guidance primarily related to fair value measurements for financial instruments, and requires enhanced disclosures on fair value measurements. The additional disclosures are specific to Level 3 fair value measurements, transfers between Level 1 and Level 2 of the fair value hierarchy, financial instruments not measured at fair value and use of an asset measured or disclosed at fair value differing from its highest and best use. We applied the provisions of this ASU to our fair value measurements during the current year, however, the adoption did not have a material effect on our financial statements. Refer to Note 6, "Fair Value Measurements," for the required disclosures.

Financial Statement Information (Tables)

Schedule Of Inventory

Inventory consists of the following (in thousands):



	September 30, 2012		December 31, 2011
Aftermarket and refurbished products	$	488,489	$	445,787
Salvage and remanufactured products	337,865		291,059
	$	826,354	$	736,846

Changes In Carrying Amount Of Goodwill

The change in the carrying amount of goodwill during the nine months ended September 30, 2012 is as follows (in thousands):



Balance as of January 1, 2012	$	1,476,063
Business acquisitions and adjustments to previously recorded goodwill	105,738
Exchange rate effects	16,135
Balance as of September 30, 2012	$	1,597,936

Components Of Other Intangibles

The components of other intangibles are as follows (in thousands):



	September 30, 2012							December 31, 2011
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Trade names and trademarks	$	118,193	$	(20,251	)	$	97,942	$	115,954	$	(16,305	)	$	99,649
Customer relationships	14,409		(5,762		)	8,647		10,050		(3,065		)	6,985
Covenants not to compete	3,443		(1,335		)	2,108		3,194		(918		)	2,276
	$	136,045	$	(27,348	)	$	108,697	$	129,198	$	(20,288	)	$	108,910

Changes In Warranty Reserve

The changes in the warranty reserve during the nine month period ended September 30, 2012 were as follows (in thousands):



Balance as of January 1, 2012	$	7,347
Warranty expense	21,243
Warranty claims	(20,723		)
Business acquisitions	861
Balance as of September 30, 2012	$	8,728

Equity Incentive Plans (Tables)

Summary Of Transactions In Stock-Based Compensation Plans

A summary of transactions in our stock-based compensation plans for the nine months ended September 30, 2012 is as follows:



	Shares Available For Grant		RSUs				Stock Options				Restricted Stock
	Shares Available For Grant		Number Outstanding		Weighted Average Grant Date Fair Value		Number Outstanding		Weighted Average Exercise Price		Number Outstanding		Weighted Average Grant Date Fair Value
Balance, January 1, 2012	15,752,370		1,433,582		$	11.80	13,078,092		$	6.47	212,000		$	9.49
Granted	(1,504,410	)	1,504,410		15.86		—		—		—		—
Exercised	—		—		—		(2,652,242	)	5.35		—		—
Vested	—		(467,208	)	13.09		—		—		(86,000	)	9.54
Cancelled	274,566		(82,776	)	14.07		(191,790	)	8.20		—		—
Balance, September 30, 2012	14,522,526		2,388,008		$	14.02	10,234,060		$	6.72	126,000		$	9.46

Schedule Of Pre-Tax Stock-Based Compensation Expense

The components of pre-tax stock-based compensation expense are as follows (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012		2011
RSUs	$	2,048	$	968	$	6,131	$	2,737
Stock options	1,720		2,143		5,162		6,290
Restricted stock	230		230		683		683
Stock issued to non-employee directors	—		85		—		318
Total stock-based compensation expense	$	3,998	$	3,426	$	11,976	$	10,028

Schedule Of Stock-Based Compensation Expense Included In Statements Of Income

The following table sets forth the classification of total stock-based compensation expense included in the accompanying Unaudited Consolidated Condensed Statements of Income (in thousands):



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Cost of goods sold	$	99		$	84		$	298		$	252
Facility and warehouse expenses	648			608			1,951			1,842
Selling, general and administrative expenses	3,251			2,734			9,727			7,934
	3,998			3,426			11,976			10,028
Income tax benefit	(1,559		)	(1,326		)	(4,671		)	(3,881		)
Total stock-based compensation expense, net of tax	$	2,439		$	2,100		$	7,305		$	6,147

Schedule Of Stock-Based Compensation Expense Expected To Be Recognized

As of September 30, 2012, unrecognized compensation expense related to unvested RSUs, stock options and restricted stock is expected to be recognized as follows (in thousands):



	RSUs		Stock Options		Restricted Stock		Total
Remainder of 2012	$	2,046	$	1,721	$	230	$	3,997
2013	8,332		4,722		208		13,262
2014	8,268		3,116		139		11,523
2015	8,063		78		—		8,141
2016	4,498		—		—		4,498
2017	143		—		—		143
Total unrecognized compensation expense	$	31,350	$	9,637	$	577	$	41,564

Long-Term Obligations (Tables)

Schedule Of Long-Term Obligations

Long-Term Obligations consist of the following (in thousands):



	September 30, 2012			December 31, 2011
Senior secured credit agreement:
Term loans payable	$	426,250		$	240,625
Revolving credit facility	419,616			660,730
Receivables securitization facility	77,272			—
Notes payable through October 2018 at weighted average interest rates of 1.9% and 2.0%, respectively	43,651			38,338
Other long-term debt at weighted average interest rates of 2.3% and 3.2%, respectively	15,057			16,383
	981,846			956,076
Less current maturities	(52,103		)	(29,524		)
	$	929,743		$	926,552

Derivative Instruments and Hedging Activities (Tables)

Terms Of Interest Rate Swap Agreements

The following table summarizes the terms of our interest rate swap agreements as of September 30, 2012:



Notional Amount	Effective Date	Maturity Date	Fixed Interest Rate*
USD $250,000,000	October 14, 2010	October 14, 2015	3.31%
USD $100,000,000	April 14, 2011	October 14, 2013	2.86%
USD $60,000,000	November 30, 2011	October 31, 2016	2.95%
USD $60,000,000	November 30, 2011	October 31, 2016	2.94%
USD $50,000,000	December 30, 2011	December 30, 2016	2.94%
GBP £50,000,000	November 30, 2011	October 30, 2016	3.11%
CAD $25,000,000	December 30, 2011	March 24, 2016	3.17%

* Includes applicable margin of 1.75% per annum on LIBOR or CDOR-based debt in effect as of September 30, 2012 under the Credit Agreement.

Changes In Accumulated Other Comprehensive Income (Loss) Related To Interest Rate Swap Agreements

Changes in Accumulated Other Comprehensive Income (Loss) related to our interest rate swap agreements were as follows (in thousands):



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Beginning balance	$	(9,881	)	$	12		$	(6,890	)	$	2,176
Pretax loss	(3,557		)	(9,087		)	(11,266		)	(15,514		)
Income tax benefit	1,259			3,271			3,981			5,585
Reversal of unrealized loss	1,641			1,093			4,753			4,363
Reversal of deferred income taxes	(585		)	(394		)	(1,701		)	(1,571		)
Hedge ineffectiveness	—			—			—			(225		)
Income tax benefit	—			—			—			81
Ending balance	$	(11,123	)	$	(5,105	)	$	(11,123	)	$	(5,105	)

Fair Value Measurements (Tables)

Financial Assets And Liabilities Measured At Fair Value On A Recurring Basis

The following tables present information about our financial assets and liabilities measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation inputs we utilized to determine such fair value as of September 30, 2012 and December 31, 2011 (in thousands):



	Balance as of September 30, 2012		Fair Value Measurements as of September 30, 2012
	Balance as of September 30, 2012		Level 1		Level 2		Level 3
Assets:
Cash surrender value of life insurance	$	18,850	$	—	$	18,850	$	—
Total Assets	$	18,850	$	—	$	18,850	$	—
Liabilities:
Contingent consideration liabilities	$	92,282	$	—	$	—	$	92,282
Deferred compensation liabilities	18,766		—		18,766		—
Interest rate swaps	17,257		—		17,257		—
Total Liabilities	$	128,305	$	—	$	36,023	$	92,282



	Balance as of December 31, 2011		Fair Value Measurements as of December 31, 2011
	Balance as of December 31, 2011		Level 1		Level 2		Level 3
Assets:
Cash surrender value of life insurance	$	13,413	$	—	$	13,413	$	—
Total Assets	$	13,413	$	—	$	13,413	$	—
Liabilities:
Contingent consideration liabilities	$	82,382	$	—	$	—	$	82,382
Deferred compensation liabilities	14,071		—		14,071		—
Interest rate swaps	10,576		—		10,576		—
Total Liabilities	$	107,029	$	—	$	24,647	$	82,382

Significant Unobservable Inputs Used In Fair Value Measurements

The significant unobservable inputs used in the fair value measurements of our Level 3 contingent consideration liabilities were as follows:



Unobservable Input	September 30, 2012 Weighted Average		December 31, 2011 Weighted Average
Probability of achieving payout targets	80.7	%	78.1	%
Discount rate	6.5	%	3.0	%

Changes In Fair Value Of Contingent Consideration Obligations

Changes in the fair value of our contingent consideration obligations for the three and nine month periods ended September 30, 2012 and 2011 were as follows (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012			2011
Beginning balance	$	88,037	$	985	$	82,382		$	2,000
Contingent consideration liabilities recorded for business acquisitions	—		700		5,540			1,300
Payments	—		—		(600		)	—
Loss (gain) included in earnings	1,892		—		1,787			(1,615		)
Exchange rate effects	2,353		—		3,173			—
Ending balance	$	92,282	$	1,685	$	92,282		$	1,685

Commitments and Contingencies (Tables)

Future Minimum Lease Commitments

The future minimum lease commitments under these leases at September 30, 2012 are as follows (in thousands):



Three months ending December 31, 2012	$	23,841
Years ending December 31:
2013	90,588
2014	79,978
2015	69,899
2016	54,911
2017	42,564
Thereafter	116,214
Future Minimum Lease Payments	$	477,995

Earnings Per Share (Tables)

Computation Of Earnings Per Share

The following chart sets forth the computation of earnings per share (in thousands, except per share amounts):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012		2011
Net income	$	54,048	$	49,231	$	199,037	$	154,119
Denominator for basic earnings per share—Weighted-average shares outstanding	296,437		292,650		295,338		291,908
Effect of dilutive securities:
RSUs	430		96		436		186
Stock options	4,241		3,986		4,398		4,136
Restricted stock	64		72		54		58
Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding	301,172		296,804		300,226		296,288
Earnings per share, basic	$	0.18	$	0.17	$	0.67	$	0.53
Earnings per share, diluted	$	0.18	$	0.17	$	0.66	$	0.52

Schedule Of Antidilutive Securities Excluded From Computation Of Diluted Earnings Per Share

The following table sets forth the number of employee stock-based compensation awards outstanding but not included in the computation of diluted earnings per share because their effect would have been antidilutive (in thousands):



	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2012	2011	2012	2011
Antidilutive securities:
Stock options	—	3,035	—	3,045

Business Combinations (Tables)

Purchase Price Allocations For Acquisitions

The purchase price allocations for the acquisitions completed during the nine months ended September 30, 2012 and the year ended December 31, 2011 are as follows (in thousands):



	Nine Months Ended September 30, 2012 (Preliminary)			Year Ended December 31, 2011
	Nine Months Ended September 30, 2012 (Preliminary)			ECP (Preliminary)			Other Acquisitions (Preliminary)			Total (Preliminary)
Receivables	$	5,246		$	54,225		$	23,538		$	77,763
Receivable reserves	(542		)	(3,832		)	(1,121		)	(4,953		)
Inventory	35,399			93,835			59,846			153,681
Prepaid expenses and other current assets	36			3,189			2,820			6,009
Property and equipment	8,632			41,830			10,614			52,444
Goodwill	109,878			332,891			105,177			438,068
Other intangibles	479			43,723			7,683			51,406
Other assets	161			13			9,420			9,433
Deferred income taxes	122			(13,218		)	7,235			(5,983		)
Current liabilities assumed	(16,341		)	(135,390		)	(17,257		)	(152,647		)
Debt assumed	—			(13,564		)	—			(13,564		)
Other noncurrent liabilities assumed	—			—			(619		)	(619		)
Contingent consideration liabilities	(5,540		)	(77,539		)	(3,700		)	(81,239		)
Other purchase price obligations	(66		)	(4,136		)	(4,510		)	(8,646		)
Notes issued	(8,206		)	(28,302		)	(5,917		)	(34,219		)
Cash used in acquisitions, net of cash acquired	$	129,258		$	293,725		$	193,209		$	486,934

Pro Forma Effect Of Businesses Acquired

The following pro forma summary presents the effect of the businesses acquired during the first nine months of 2012 as though the businesses had been acquired as of January 1, 2011 and the businesses acquired during the year ended December 31, 2011 as though they had been acquired as of January 1, 2010. The pro forma adjustments are based upon unaudited financial information of the acquired entities (in thousands, except per share data):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012		2011
Revenue, as reported	$	1,016,707	$	783,898	$	3,055,015	$	2,330,230
Revenue of purchased businesses for the period prior to acquisition:
ECP	—		141,544		—		407,042
Other acquisitions	1,259		65,477		72,829		267,616
Pro forma revenue	$	1,017,966	$	990,919	$	3,127,844	$	3,004,888
Net income, as reported	$	54,048	$	49,231	$	199,037	$	154,119
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments:
ECP	—		10,979		—		21,681
Other acquisitions	142		3,432		5,264		14,177
Pro forma net income	$	54,190	$	63,642	$	204,301	$	189,977
Earnings per share-basic, as reported	$	0.18	$	0.17	$	0.67	$	0.53
Effect of purchased businesses for the period prior to acquisition:
ECP	—		0.04		—		0.07
Other acquisitions	0.00		0.01		0.02		0.05
Pro forma earnings per share-basic ^(a)	$	0.18	$	0.22	$	0.69	$	0.65
Earnings per share-diluted, as reported	$	0.18	$	0.17	$	0.66	$	0.52
Effect of purchased businesses for the period prior to acquisition:
ECP	—		0.04		—		0.07
Other acquisitions	0.00		0.01		0.02		0.05
Pro forma earnings per share-diluted ^(a)	$	0.18	$	0.21	$	0.68	$	0.64

(a) The sum of the individual earnings per share amounts may not equal the total due to rounding.

Segment and Geographic Information (Tables)

Schedule Of Financial Performance By Reportable Segment

The following table presents our financial performance, including revenue, earnings before interest, taxes, depreciation and amortization (“EBITDA”), and depreciation and amortization by reportable segment for the periods indicated (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012		2011
Revenue
North America	$	835,324	$	783,898	$	2,547,743	$	2,330,230
Europe	181,383		—		507,272		—
Total revenue	$	1,016,707	$	783,898	$	3,055,015	$	2,330,230
EBITDA
North America	$	89,265	$	98,376	$	331,140	$	311,133
Europe	20,079		—		55,669		—
Total EBITDA	$	109,344	$	98,376	$	386,809	$	311,133
Depreciation and Amortization
North America	$	14,830	$	13,511	$	43,603	$	38,308
Europe	3,298		—		7,971		—
Total depreciation and amortization	$	18,128	$	13,511	$	51,574	$	38,308

Reconciliation Of EBITDA To Net Income

The table below provides a reconciliation from EBITDA to Net Income (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012		2011
EBITDA	$	109,344	$	98,376	$	386,809	$	311,133
Depreciation and amortization	18,128		13,511		51,574		38,308
Interest expense, net	7,964		4,847		22,687		15,927
Loss on debt extinguishment	—		—		—		5,345
Provision for income taxes	29,204		30,787		113,511		97,434
Net income	$	54,048	$	49,231	$	199,037	$	154,119

Schedule Of Capital Expenditures By Reportable Segment

The following table presents capital expenditures, which includes additions to property and equipment, by reportable segment (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012		2011
Capital Expenditures
North America	$	15,015	$	18,754	$	49,521	$	61,294
Europe	4,006		—		11,115		—
	$	19,021	$	18,754	$	60,636	$	61,294

Schedule Of Assets By Reportable Segment

The following table presents assets by reportable segment (in thousands):



	September 30, 2012		December 31, 2011
Receivables, net
North America	$	232,963	$	230,871
Europe	68,928		50,893
Total receivables, net	301,891		281,764
Inventory
North America	680,381		636,145
Europe	145,973		100,701
Total inventory	826,354		736,846
Property and Equipment, net
North America	396,764		380,282
Europe	56,508		43,816
Total property and equipment, net	453,272		424,098
Other unallocated assets	1,921,058		1,756,996
Total assets	$	3,502,575	$	3,199,704

Schedule Of Revenue By Geographic Area

The following table sets forth our revenue by geographic area (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012		2011
Revenue
United States	$	784,270	$	739,027	$	2,394,581	$	2,194,439
United Kingdom	181,383		—		507,272		—
Other countries	51,054		44,871		153,162		135,791
	$	1,016,707	$	783,898	$	3,055,015	$	2,330,230

Schedule Of Tangible Long-Lived Assets By Geographic Area

The following table sets forth our tangible long-lived assets by geographic area (in thousands):



	September 30, 2012		December 31, 2011
Long-lived Assets
United States	$	374,844	$	360,961
United Kingdom	56,508		43,816
Other countries	21,920		19,321
	$	453,272	$	424,098

Schedule Of Revenue By Product Category

The following table sets forth our revenue by product category (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012		2011
Aftermarket, other new and refurbished products	$	562,750	$	365,569	$	1,676,006	$	1,102,887
Recycled, remanufactured and related products and services	317,877		284,660		967,250		830,142
Other	136,080		133,669		411,759		397,201
	$	1,016,707	$	783,898	$	3,055,015	$	2,330,230

Interim Financial Statements Interim Financial Statements - Additional Information (Details)

9 Months Ended

Sep. 30, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Stock split conversion ratio

2

Financial Statement Information - Additional Information (Detail) (USD $)

9 Months Ended

Sep. 30, 2012

Sep. 30, 2011

Dec. 31, 2011

Finite-Lived Intangible Assets

Reserve for estimated returns, discounts and allowances

$ 22,700,000

$ 22,800,000

Revenue recognition period for lifetime extended warranties, years

3 years

Reserve for uncollectible accounts

8,700,000

8,300,000

Amortization expense

7,100,000

5,400,000

Estimated annual amortization expense, current fiscal year

9,500,000

Estimated annual amortization expense, 2013

8,700,000

Estimated annual amortization expense, 2014

7,900,000

Estimated annual amortization expense, 2015

7,100,000

Estimated annual amortization expense, 2016

6,300,000

Salvage Mechanical Products

Finite-Lived Intangible Assets

Standard warranty period

6 months

Remanufactured Engines

Finite-Lived Intangible Assets

Standard warranty period

3 years

Trade Names

Finite-Lived Intangible Assets

Intangible assets recognized

600,000

Trade Names |
Minimum

Finite-Lived Intangible Assets

Useful life, years

10 years

Trade Names |
Maximum

Finite-Lived Intangible Assets

Useful life, years

30 years

Customer Relationships

Finite-Lived Intangible Assets

Intangible assets recognized

4,100,000

Customer Relationships |
Minimum

Finite-Lived Intangible Assets

Useful life, years

5 years

Customer Relationships |
Maximum

Finite-Lived Intangible Assets

Useful life, years

10 years

Noncompete Agreements

Finite-Lived Intangible Assets

Intangible assets recognized

$ 400,000

Noncompete Agreements |
Minimum

Finite-Lived Intangible Assets

Useful life, years

1 year

Noncompete Agreements |
Maximum

Finite-Lived Intangible Assets

Useful life, years

5 years

Inventory (Detail) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2012

Dec. 31, 2011

Accounting Policies [Abstract]

Aftermarket and refurbished products

$ 488,489

$ 445,787

Salvage and remanufactured products

337,865

291,059

Inventory

$ 826,354

$ 736,846

Changes in Carrying Amount of Goodwill (Detail) (USD $)

In Thousands, unless otherwise specified

9 Months Ended

Sep. 30, 2012

Goodwill [Roll Forward]

Beginning balance

$ 1,476,063

Business acquisitions and adjustments to previously recorded goodwill

105,738

Exchange rate effects

16,135

Ending balance

$ 1,597,936

Components of Other Intangibles (Detail) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2012

Dec. 31, 2011

Finite-Lived Intangible Assets

Gross Carrying Amount

$ 136,045

$ 129,198

Accumulated Amortization

(27,348)

(20,288)

Net

108,697

108,910

Trade Names

Finite-Lived Intangible Assets

Gross Carrying Amount

118,193

115,954

Accumulated Amortization

(20,251)

(16,305)

Net

97,942

99,649

Customer Relationships

Finite-Lived Intangible Assets

Gross Carrying Amount

14,409

10,050

Accumulated Amortization

(5,762)

(3,065)

Net

8,647

6,985

Noncompete Agreements

Finite-Lived Intangible Assets

Gross Carrying Amount

3,443

3,194

Accumulated Amortization

(1,335)

(918)

Net

$ 2,108

$ 2,276

Changes in Warranty Reserve (Detail) (USD $)

In Thousands, unless otherwise specified

9 Months Ended

Sep. 30, 2012

Warranty Reserve [Roll Forward]

Beginning balance

$ 7,347

Warranty expense

21,243

Warranty claims

(20,723)

Business acquisitions

861

Ending balance

$ 8,728

Equity Incentive Plans - Additional Information (Detail) (USD $)

In Millions, except Share data, unless otherwise specified

9 Months Ended

Sep. 30, 2012

Share-based Compensation Arrangement by Share-based Payment Award

Increase in Shares Available for Issuance under the Equity Incentive Plan

1,088,834

RSUs

Share-based Compensation Arrangement by Share-based Payment Award

Vesting period (in years)

5 years

Number of shares that restricted stock units convert into on the applicable vesting date

1

Forfeiture rates used for grants to employees

8.00%

Forfeiture rates used for grants to non-employee directors and executive officers

0.00%

Fair value of RSUs vested during the period

$ 7.8

Stock Options

Share-based Compensation Arrangement by Share-based Payment Award

Vesting period (in years)

5 years

Stock options expiration (in years)

10 years

Exercise price adjustment resulting from stock split

50.00%

Restricted Stock

Share-based Compensation Arrangement by Share-based Payment Award

Vesting period (in years)

5 years

Summary of Transactions in Stock-Based Compensation Plans (Detail) (USD $)

9 Months Ended

Sep. 30, 2012

Shares Available For Grant

Stock-based Compensation Plans [Roll Forward]

Balance, beginning of period

15,752,370

Granted

(1,504,410)

Cancelled

274,566

Balance, end of period

14,522,526

RSUs

Stock-based Compensation Plans [Roll Forward]

Balance, beginning of period

1,433,582

Granted

1,504,410

Vested

(467,208)

Cancelled

(82,776)

Balance, end of period

2,388,008

Balance, weighted average grant date fair value, beginning of period

$ 11.80

Granted, weighted average grant date fair value

$ 15.86

Vested, weighted average grant date fair value

$ 13.09

Cancelled, weighted average grant date fair value

$ 14.07

Balance, weighted average grant date fair value, end of period

$ 14.02

Stock Options

Stock-based Compensation Plans [Roll Forward]

Balance, beginning of period

13,078,092

Exercised

(2,652,242)

Cancelled

(191,790)

Balance, end of period

10,234,060

Balance, weighted average exercise price, beginning of period

$ 6.47

Exercised, weighted average exercise price

$ 5.35

Cancelled, weighted average exercise price

$ 8.20

Balance, weighted average exercise price, end of period

$ 6.72

Restricted Stock

Stock-based Compensation Plans [Roll Forward]

Balance, beginning of period

212,000

Vested

(86,000)

Balance, end of period

126,000

Balance, weighted average grant date fair value, beginning of period

$ 9.49

Vested, weighted average grant date fair value

$ 9.54

Balance, weighted average grant date fair value, end of period

$ 9.46

Pre-Tax Stock-Based Compensation Expense (Detail) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2012

Sep. 30, 2011

Sep. 30, 2012

Sep. 30, 2011

Share-based Compensation Arrangement by Share-based Payment Award

Stock-based compensation expense

$ 3,998

$ 3,426

$ 11,976

$ 10,028

RSUs

Share-based Compensation Arrangement by Share-based Payment Award

Stock-based compensation expense

2,048

968

6,131

2,737

Stock Options

Share-based Compensation Arrangement by Share-based Payment Award

Stock-based compensation expense

1,720

2,143

5,162

6,290

Restricted Stock

Share-based Compensation Arrangement by Share-based Payment Award

Stock-based compensation expense

230

683

Stock Issued To Non-Employee Directors

Share-based Compensation Arrangement by Share-based Payment Award

Stock-based compensation expense

$ 85

$ 318

Stock-Based Compensation Expense Included in Statements of Income (Detail) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2012

Sep. 30, 2011

Sep. 30, 2012

Sep. 30, 2011

Employee Service Share-based Compensation, Allocation of Recognized Period Costs

Stock-based compensation expense, before tax

$ 3,998

$ 3,426

$ 11,976

$ 10,028

Income tax benefit

(1,559)

(1,326)

(4,671)

(3,881)

Total stock-based compensation expense, net of tax

2,439

2,100

7,305

6,147

Cost of Sales

Employee Service Share-based Compensation, Allocation of Recognized Period Costs

Stock-based compensation expense, before tax

99

84

298

252

Facility And Warehouse Expenses

Employee Service Share-based Compensation, Allocation of Recognized Period Costs

Stock-based compensation expense, before tax

648

608

1,951

1,842

Selling, General and Administrative Expenses

Employee Service Share-based Compensation, Allocation of Recognized Period Costs

Stock-based compensation expense, before tax

$ 3,251

$ 2,734

$ 9,727

$ 7,934

Stock-Based Compensation Expense Expected to be Recognized (Detail) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2012

Share-based Compensation Arrangement by Share-based Payment Award

Remainder of 2012

$ 3,997

2013

13,262

2014

11,523

2015

8,141

2016

4,498

2017

143

Total unrecognized compensation expense

41,564

RSUs

Share-based Compensation Arrangement by Share-based Payment Award

Remainder of 2012

2,046

2013

8,332

2014

8,268

2015

8,063

2016

4,498

2017

143

Total unrecognized compensation expense

31,350

Stock Options

Share-based Compensation Arrangement by Share-based Payment Award

Remainder of 2012

1,721

2013

4,722

2014

3,116

2015

78

Total unrecognized compensation expense

9,637

Restricted Stock

Share-based Compensation Arrangement by Share-based Payment Award

Remainder of 2012

230

2013

208

2014

139

Total unrecognized compensation expense

$ 577

Long-Term Obligations - Additional Information (Detail) (USD $)

3 Months Ended

9 Months Ended

0 Months Ended

Sep. 30, 2012

Sep. 30, 2011

Sep. 30, 2012

Sep. 30, 2011

Dec. 31, 2011

Sep. 30, 2012

Credit Agreement

Dec. 31, 2011

Credit Agreement

Sep. 30, 2011

Credit Agreement

Mar. 25, 2011

Credit Agreement

Sep. 28, 2012

Receivables Securitization

Sep. 30, 2012

Receivables Securitization

Debt Instrument

Maximum credit agreement borrowings

$ 1,400,000,000

Maximum revolving credit facility borrowings

950,000,000

Term loan

426,250,000

240,625,000

250,000,000

Maximum incremental term loan borrowings

200,000,000

Maximum U.S. dollar value of foreign currency borrowings

500,000,000

Maximum amount of letters of credit

125,000,000

Bridge loan maximum capacity

25,000,000

Maximum increase of revolving credit facility or term loans

400,000,000

Proceeds from the new term loan

200,000,000

Original principal payment percentage in first and second years

5.00%

Original principal payment percentage in third and fourth years

10.00%

Original principal payment percentage in fifth year

15.00%

Restrictive covenants, maximum permitted receivables facility

100,000,000

Maximum net leverage ratio

3.00

Minimum consideration for acquisitions during 12 month period to change the maximum net leverage ratio

200,000,000

Maximum net leverage ratio subsequent to acquisition

3.50

Minimum interest coverage ratio

3.00

Increment change in applicable margin

0.25%

Weighted average interest rate

2.90%

2.59%

1.07%

Increment change in commitment fees

0.05%

Fronting fee on letters of credit in addition to participation commission

0.125%

Borrowings under credit agreement, carrying value

845,900,000

901,400,000

Current maturities of credit agreement

28,800,000

12,500,000

Outstanding letters of credit

47,400,000

Availability on the revolving credit facility

482,900,000

Write-off of the unamortized balance of capitalized debt issuance costs

0

5,345,000

Fees incurred related to the execution of the agreement

10,800,000

200,000

Receivables securitization facility term period

3 years

Receivables securitization maximum borrowing capacity

80,000,000

Borrowings under receivable securitization facility, carrying value

77,272,000

77,300,000

Receivables used as collateral for receivables securitization facility

$ 113,500,000

Margin above LIBOR for receivables secuirtization facility

1.25%

Long-Term Obligations (Detail) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2012

Dec. 31, 2011

Debt Disclosure [Abstract]

Term loans payable

$ 426,250

$ 240,625

Revolving credit facility

419,616

660,730

Borrowings under receivable securitization facility, carrying value

77,272

Notes payable

43,651

38,338

Other long-term debt

15,057

16,383

Debt and Capital Lease Obligations

981,846

956,076

Less current maturities

(52,103)

(29,524)

Long-Term Obligations, Excluding Current Portion

$ 929,743

$ 926,552

Long-Term Obligations (Parenthetical) (Detail)

Sep. 30, 2012

Dec. 31, 2011

Notes Payable, Other Payables

Debt Instrument

Weighted average interest rates

1.90%

2.00%

Other Long-Term Debt

Debt Instrument

Weighted average interest rates

2.30%

3.20%

Derivative Instruments and Hedging Activities - Additional Information (Detail) (USD $)

In Millions, unless otherwise specified

9 Months Ended

Sep. 30, 2011

Sep. 30, 2012

Dec. 31, 2011

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair market value of interest rate swaps, noncurrent liability

$ 17.3

$ 10.6

Loss from hedge ineffectiveness

0.2

Net loss included in accumulated other comprehensive loss to be reclassified into interest expense within the next 12 months

$ 4.3

Terms of Interest Rate Swap Agreements (Detail)

Sep. 30, 2012

Three Point Three One Percent

USD ($)

Sep. 30, 2012

Two Point Eight Six Percent

USD ($)

Sep. 30, 2012

Two Point Nine Five Percent

USD ($)

Sep. 30, 2012

Two Point Nine Four Percent Maturity On October Thirty First Two Thousand Sixteen

USD ($)

Sep. 30, 2012

Two Point Nine Four Percent Maturity On December Thirty Two Thousand Sixteen

USD ($)

Sep. 30, 2012

Three Point Eleven Percent

GBP (£)

Sep. 30, 2012

Two Point One Seven Percent

CAD ($)

Derivative

Notional Amount

$ 250,000,000

$ 100,000,000

$ 60,000,000

$ 50,000,000

£ 50,000,000

$ 25,000,000

Fixed Interest Rate

3.31% ¹

2.86% ¹

2.95% ¹

2.94% ¹

3.11% ¹

3.17% ¹

[1] Includes applicable margin of 1.75% per annum on LIBOR or CDOR-based debt in effect as of September 30, 2012 under the Credit Agreement.

Terms of Interest Rate Swap Agreements (Parenthetical) (Detail)

Sep. 30, 2012

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Applicable margin per annum as of the balance sheet date, under the Credit Agreement

1.75%

Changes in Accumulated Other Comprehensive Income (Loss) Related to Interest Rate Swap Agreements (Detail) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2012

Sep. 30, 2011

Sep. 30, 2012

Sep. 30, 2011

Accumulated Other Comprehensive Income (Loss) Related to Interest Rate Swap Agreements [Roll Forward]

Beginning balance

$ (9,881)

$ 12

$ (6,890)

$ 2,176

Pretax loss

(3,557)

(9,087)

(11,266)

(15,514)

Income tax benefit

1,259

3,271

3,981

5,585

Reversal of unrealized loss

1,641

1,093

4,753

4,363

Reversal of deferred income taxes

(585)

(394)

(1,701)

(1,571)

Hedge ineffectiveness

(225)

Income tax benefit

81

Ending balance

$ (11,123)

$ (5,105)

$ (11,123)

$ (5,105)

Fair Value Measurements - Additional Information (Detail) (USD $)

Sep. 30, 2012

Dec. 31, 2011

Fair Value Measurements

Borrowings under receivable securitization facility, carrying value

$ 77,272,000

Credit Agreement

Fair Value Measurements

Borrowings under credit agreement, carrying value

845,900,000

901,400,000

Receivables Securitization

Fair Value Measurements

Borrowings under receivable securitization facility, carrying value

$ 77,300,000

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) (Fair Value, Measurements, Recurring, USD $)

In Thousands, unless otherwise specified

Sep. 30, 2012

Dec. 31, 2011

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Fair value assets measured on recurring basis

$ 18,850

$ 13,413

Fair value liabilities measured on recurring basis

128,305

107,029

Fair Value, Inputs, Level 2

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Fair value assets measured on recurring basis

18,850

13,413

Fair value liabilities measured on recurring basis

36,023

24,647

Fair Value, Inputs, Level 3

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Fair value liabilities measured on recurring basis

92,282

82,382

Cash surrender value of life insurance

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Fair value assets measured on recurring basis

18,850

13,413

Cash surrender value of life insurance |
Fair Value, Inputs, Level 2

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Fair value assets measured on recurring basis

18,850

13,413

Contingent Consideration Liabilities

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Fair value liabilities measured on recurring basis

92,282

82,382

Contingent Consideration Liabilities |
Fair Value, Inputs, Level 3

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Fair value liabilities measured on recurring basis

92,282

82,382

Deferred Compensation Liabilities

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Fair value liabilities measured on recurring basis

18,766

14,071

Deferred Compensation Liabilities |
Fair Value, Inputs, Level 2

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Fair value liabilities measured on recurring basis

18,766

14,071

Interest Rate Swap

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Fair value liabilities measured on recurring basis

17,257

10,576

Interest Rate Swap |
Fair Value, Inputs, Level 2

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Fair value liabilities measured on recurring basis

$ 17,257

$ 10,576

Significant Unobservable Inputs Used in Fair Value Measurements (Detail) (Contingent Consideration Liabilities, Fair Value, Inputs, Level 3)

Sep. 30, 2012

Dec. 31, 2011

Contingent Consideration Liabilities |
Fair Value, Inputs, Level 3

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

Weighted Average, Probability of achieving payout targets

80.70%

78.10%

Weighted Average, Discount rate

6.50%

3.00%

Changes in Fair Value of Contingent Consideration Obligations (Detail) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2012

Sep. 30, 2011

Sep. 30, 2012

Sep. 30, 2011

Contingent Consideration Obligations [Roll Forward]

Beginning balance

$ 88,037

$ 985

$ 82,382

$ 2,000

Contingent consideration liabilities recorded for business acquisitions

700

5,540

1,300

Payments

(600)

Loss (gain) included in earnings

1,892

1,787

(1,615)

Exchange rate effects

2,353

3,173

Ending balance

$ 92,282

$ 1,685

$ 92,282

$ 1,685

Commitments and Contingencies - Additional Information (Detail) (USD $)

In Millions, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2012

Gain Contingencies

Gain on lawsuit settlements

$ 0.5

$ 17.2

Number of defendants class action is pending against

2

Future Minimum Lease Commitments (Detail) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2012

Commitments and Contingencies Disclosure [Abstract]

Three months ending December 31, 2012

$ 23,841

2013

90,588

2014

79,978

2015

69,899

2016

54,911

2017

42,564

Thereafter

116,214

Future Minimum Lease Payments

$ 477,995

Computation of Earnings Per Share (Detail) (USD $)

In Thousands, except Per Share data, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2012

Sep. 30, 2011

Sep. 30, 2012

Sep. 30, 2011

Earnings Per Share [Abstract]

Net income

$ 54,048

$ 49,231

$ 199,037

$ 154,119

Denominator for basic earnings per share-Weighted-average shares outstanding

296,437

292,650

295,338

291,908

RSUs

430

96

436

186

Stock options

4,241

3,986

4,398

4,136

Restricted stock

64

72

54

58

Denominator for diluted earnings per share-Adjusted weighted-average shares outstanding

301,172

296,804

300,226

296,288

Earnings per share, basic

$ 0.18

$ 0.17

$ 0.67

$ 0.53

Earnings per share, diluted

$ 0.18

$ 0.17

$ 0.66

$ 0.52

Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share (Detail) (Stock Options)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2011

Stock Options

Antidilutive Securities Excluded from Computation of Earnings Per Share

Antidilutive securities

3,035

3,045

Business Combinations - Additional Information (Detail)

9 Months Ended

1 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2012

USD ($)

Dec. 31, 2011

USD ($)

Oct. 31, 2012

North America

Oct. 31, 2012

Wholesale North America Segment

Oct. 31, 2012

Canadian Aftermarket Product Distributors

Sep. 30, 2012

All 2012 Acquisitions

USD ($)

Sep. 30, 2012

All 2012 Acquisitions

North America

Sep. 30, 2012

All 2012 Acquisitions

Wholesale North America Segment

Sep. 30, 2012

All 2012 Acquisitions

Self Service Segment

Dec. 31, 2011

All 2011 Acquisitions

USD ($)

Dec. 31, 2011

Euro Car Parts Holdings Limited

USD ($)

Dec. 31, 2011

Euro Car Parts Holdings Limited

GBP (£)

Dec. 31, 2011

2012 Contingent Payment

GBP (£)

Dec. 31, 2011

2013 Contingent Payment

GBP (£)

Dec. 31, 2011

All 2011 Acquisitions Excluding ECP

USD ($)

Dec. 31, 2011

All 2011 Acquisitions Excluding ECP

Wholesale North America Segment

Dec. 31, 2011

All 2011 Acquisitions Excluding ECP

Heavy Duty Truck Segment

Dec. 31, 2011

All 2011 Acquisitions Excluding ECP

Self Service Segment

Dec. 31, 2011

All 2011 Acquisitions Excluding ECP and Akzo

USD ($)

Dec. 31, 2011

Engine Remanufacturers

Wholesale North America Segment

Dec. 31, 2011

Akzo Nobel

Wholesale North America Segment

USD ($)

Business Acquisition

Number of acquisitions

5

4

2

13

8

5

20

12

5

3

2

Total acquisition date fair value of the consideration for acquisitions

$ 143,100,000

$ 403,700,000

£ 261,600,000

$ 207,300,000

Cash used in acquisitions, net of cash acquired

129,258,000

486,934,000

293,725,000

190,300,000

193,209,000

Notes issued

8,206,000

34,219,000

28,302,000

18,400,000

5,917,000

Other purchase price obligations

66,000

8,646,000

4,136,000

2,700,000

4,510,000

Acquisition fair value of contingent consideration

5,540,000

81,239,000

77,539,000

50,200,000

3,700,000

Minimum payment under contingent consideration agreement

22,000,000

23,000,000

Maximum payment under contingent consideration agreement

6,500,000

25,000,000

30,000,000

4,600,000

21,000,000

Goodwill

1,597,936,000

1,476,063,000

109,878,000

438,068,000

332,891,000

105,177,000

Goodwill recorded for acquisitions

105,738,000

Number of contingent consideration arrangements resulting from acquisitions

2

Goodwill expected to be deductible for income tax purposes

85,200,000

88,300,000

Revenue generated by acquisitions

62,400,000

Operating income generated by acquisitions

$ 6,800,000

Purchase Price Allocations for Acquisitions (Detail)

In Thousands, unless otherwise specified

Sep. 30, 2012

USD ($)

Dec. 31, 2011

USD ($)

Sep. 30, 2012

All 2012 Acquisitions

USD ($)

Dec. 31, 2011

Euro Car Parts Holdings Limited

USD ($)

Dec. 31, 2011

Euro Car Parts Holdings Limited

GBP (£)

Dec. 31, 2011

All 2011 Acquisitions Excluding ECP

USD ($)

Dec. 31, 2011

All 2011 Acquisitions

USD ($)

Business Acquisition

Receivables

$ 5,246

$ 54,225

$ 23,538

$ 77,763

Receivable reserves

(542)

(3,832)

(1,121)

(4,953)

Inventory

35,399

93,835

59,846

153,681

Prepaid expenses and other current assets

36

3,189

2,820

6,009

Property and equipment

8,632

41,830

10,614

52,444

Goodwill

1,597,936

1,476,063

109,878

332,891

105,177

438,068

Other intangibles

479

43,723

7,683

51,406

Other assets

161

13

9,420

9,433

Deferred income taxes

122

(13,218)

7,235

(5,983)

Current liabilities assumed

(16,341)

(135,390)

(17,257)

(152,647)

Debt assumed

(13,564)

Other noncurrent liabilities assumed

(619)

Contingent consideration liabilities

(5,540)

(77,539)

(50,200)

(3,700)

(81,239)

Other purchase price obligations

(66)

(4,136)

(2,700)

(4,510)

(8,646)

Notes issued

(8,206)

(28,302)

(18,400)

(5,917)

(34,219)

Cash used in acquisitions, net of cash acquired

$ 129,258

$ 293,725

£ 190,300

$ 193,209

$ 486,934

Pro Forma Effect of Businesses Acquired (Detail) (USD $)

In Thousands, except Per Share data, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2012

Sep. 30, 2011

Sep. 30, 2012

Sep. 30, 2011

Business Acquisition

Revenue, as reported

$ 1,016,707

$ 783,898

$ 3,055,015

$ 2,330,230

Pro forma revenue

1,017,966

990,919

3,127,844

3,004,888

Net income, as reported

54,048

49,231

199,037

154,119

Pro forma net income

54,190

63,642

204,301

189,977

Earnings per share-basic, as reported

$ 0.18

$ 0.17

$ 0.67

$ 0.53

Pro forma earnings per share-basic

$ 0.18 ¹

$ 0.22 ¹

$ 0.69 ¹

$ 0.65 ¹

Earnings per share-diluted, as reported

$ 0.18

$ 0.17

$ 0.66

$ 0.52

Pro forma earnings per share-diluted

$ 0.18 ¹

$ 0.21 ¹

$ 0.68 ¹

$ 0.64 ¹

Euro Car Parts Holdings Limited

Business Acquisition

Revenue of purchased businesses for the period prior to acquisition

141,544

407,042

Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments

10,979

21,681

Effect of purchased businesses for the period prior to acquisition

$ 0.04

$ 0.07

Effect of purchased businesses for the period prior to acquisition

$ 0.04

$ 0.07

All 2011 Acquisitions Excluding ECP

Business Acquisition

Revenue of purchased businesses for the period prior to acquisition

1,259

65,477

72,829

267,616

Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments

$ 142

$ 3,432

$ 5,264

$ 14,177

Effect of purchased businesses for the period prior to acquisition

$ 0.00

$ 0.01

$ 0.02

$ 0.05

Effect of purchased businesses for the period prior to acquisition

$ 0.00

$ 0.01

$ 0.02

$ 0.05

[1] The sum of the individual earnings per share amounts may not equal the total due to rounding.

Restructuring and Acquisition Related Expenses - Additional Information (Detail) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

Sep. 30, 2012

Sep. 30, 2011

Sep. 30, 2012

Sep. 30, 2011

Jun. 30, 2012

Refurbished Bumper and Wheel Restructuring

Sep. 30, 2012

Other 2011 and 2012 Acquisitions

Sep. 30, 2012

Other 2011 and 2012 Acquisitions

Sep. 30, 2011

Euro Car Parts Holding Limited

Sep. 30, 2011

Euro Car Parts Holding Limited

Sep. 30, 2011

Akzo Nobel Paint Business Integration

Sep. 30, 2011

Akzo Nobel Paint Business Integration

Sep. 30, 2011

Cross Canada Integration

Sep. 30, 2011

Cross Canada Integration

Restructuring Cost and Reserve

Restructuring and acquisition related expenses

$ 116

$ 2,910

$ 2,558

$ 5,333

$ 1,100

$ 100

$ 1,400

$ 1,800

$ 400

$ 2,500

$ 700

$ 1,000

Income Taxes - Additional Information (Detail) (USD $)

In Millions, unless otherwise specified

9 Months Ended

Sep. 30, 2012

Sep. 30, 2011

Income Tax Disclosure [Abstract]

Effective income tax rate

36.30%

38.70%

Income tax expense (benefit) for revaluation of deferred taxes

$ (1.2)

Segment and Geographic Information - Additional Information (Detail) (USD $)

3 Months Ended

9 Months Ended

Sep. 30, 2012

Sep. 30, 2011

Sep. 30, 2012

Sep. 30, 2011

Segment Reporting Information

Number of operating segments

4

Gain on lawsuit settlements

$ 500,000

$ 17,200,000

Change in fair value of contingent consideration liabilities

1,892,000

0

1,787,000

(1,615,000)

North America

Segment Reporting Information

Number of reportable segments

1

Gain on lawsuit settlements

500,000

17,200,000

Europe

Segment Reporting Information

Change in fair value of contingent consideration liabilities

$ 2,100,000

$ 1,900,000

Financial Performance by Reportable Segment (Detail) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2012

Sep. 30, 2011

Sep. 30, 2012

Sep. 30, 2011

Segment Reporting Information

Revenue

$ 1,016,707

$ 783,898

$ 3,055,015

$ 2,330,230

EBITDA

109,344

98,376

386,809

311,133

Depreciation and amortization

18,128

13,511

51,574

38,308

North America

Segment Reporting Information

Revenue

835,324

783,898

2,547,743

2,330,230

EBITDA

89,265

98,376

331,140

311,133

Depreciation and amortization

14,830

13,511

43,603

38,308

Europe

Segment Reporting Information

Revenue

181,383

507,272

EBITDA

20,079

55,669

Depreciation and amortization

$ 3,298

$ 7,971

Reconciliation of EBITDA to Net Income (Detail) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2012

Sep. 30, 2011

Sep. 30, 2012

Sep. 30, 2011

Segment Reporting [Abstract]

EBITDA

$ 109,344

$ 98,376

$ 386,809

$ 311,133

Depreciation and amortization

18,128

13,511

51,574

38,308

Interest expense, net

7,964

4,847

22,687

15,927

Loss on debt extinguishment

0

5,345

Provision for income taxes

29,204

30,787

113,511

97,434

Net income

$ 54,048

$ 49,231

$ 199,037

$ 154,119

Capital Expenditures by Reportable Segment (Detail) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2012

Sep. 30, 2011

Sep. 30, 2012

Sep. 30, 2011

Segment Reporting Information

Capital Expenditures

$ 19,021

$ 18,754

$ 60,636

$ 61,294

North America

Segment Reporting Information

Capital Expenditures

15,015

18,754

49,521

61,294

Europe

Segment Reporting Information

Capital Expenditures

$ 4,006

$ 11,115

Assets by Reportable Segment (Detail) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2012

Dec. 31, 2011

Segment Reporting Information

Receivables, net

$ 301,891

$ 281,764

Inventory

826,354

736,846

Property and Equipment, net

453,272

424,098

Other unallocated assets

1,921,058

1,756,996

Total Assets

3,502,575

3,199,704

North America

Segment Reporting Information

Receivables, net

232,963

230,871

Inventory

680,381

636,145

Property and Equipment, net

396,764

380,282

Europe

Segment Reporting Information

Receivables, net

68,928

50,893

Inventory

145,973

100,701

Property and Equipment, net

$ 56,508

$ 43,816

Revenue by Geographic Area (Detail) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2012

Sep. 30, 2011

Sep. 30, 2012

Sep. 30, 2011

Revenues from External Customers and Long-Lived Assets

Revenue

$ 1,016,707

$ 783,898

$ 3,055,015

$ 2,330,230

United States

Revenues from External Customers and Long-Lived Assets

Revenue

784,270

739,027

2,394,581

2,194,439

United Kingdom

Revenues from External Customers and Long-Lived Assets

Revenue

181,383

507,272

Other countries

Revenues from External Customers and Long-Lived Assets

Revenue

$ 51,054

$ 44,871

$ 153,162

$ 135,791

Tangible Long-Lived Assets by Geographic Area (Detail) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2012

Dec. 31, 2011

Revenues from External Customers and Long-Lived Assets

Long-lived Assets

$ 453,272

$ 424,098

United States

Revenues from External Customers and Long-Lived Assets

Long-lived Assets

374,844

360,961

United Kingdom

Revenues from External Customers and Long-Lived Assets

Long-lived Assets

56,508

43,816

Other countries

Revenues from External Customers and Long-Lived Assets

Long-lived Assets

$ 21,920

$ 19,321

Revenue by Product Category (Detail) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2012

Sep. 30, 2011

Sep. 30, 2012

Sep. 30, 2011

Revenue from External Customers

Revenue

$ 1,016,707

$ 783,898

$ 3,055,015

$ 2,330,230

Aftermarket, other new and refurbished products

Revenue from External Customers

Revenue

562,750

365,569

1,676,006

1,102,887

Recycled, remanufactured and related products and services

Revenue from External Customers

Revenue

317,877

284,660

967,250

830,142

Other

Revenue from External Customers

Revenue

$ 136,080

$ 133,669

$ 411,759

$ 397,201