Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 25, 2013 | |
Document Documentand Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
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 | ' | 300,620,041 |
Consolidated_Condensed_Balance
Consolidated Condensed Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current Assets: | ' | ' |
Cash and equivalents | $107,337 | $59,770 |
Receivables, net | 438,800 | 311,808 |
Inventory | 1,018,169 | 900,803 |
Deferred income taxes | 53,129 | 53,485 |
Prepaid income taxes | 13,825 | 29,537 |
Prepaid expenses and other current assets | 44,391 | 28,948 |
Total Current Assets | 1,675,651 | 1,384,351 |
Property and Equipment, net | 531,897 | 494,379 |
Intangible Assets: | ' | ' |
Goodwill | 1,920,916 | 1,690,284 |
Other intangibles, net | 154,429 | 106,715 |
Other Assets | 78,166 | 47,727 |
Total Assets | 4,361,059 | 3,723,456 |
Current Liabilities: | ' | ' |
Accounts payable | 284,900 | 219,335 |
Accrued expenses: | ' | ' |
Accrued payroll-related liabilities | 66,366 | 44,400 |
Other accrued expenses | 146,641 | 90,422 |
Income taxes payable | 16,473 | 2,748 |
Contingent consideration liabilities | 49,275 | 42,255 |
Other current liabilities | 17,735 | 17,068 |
Current portion of long-term obligations | 61,123 | 71,716 |
Total Current Liabilities | 642,513 | 487,944 |
Long-Term Obligations, Excluding Current Portion | 1,250,932 | 1,046,762 |
Deferred Income Taxes | 118,693 | 102,275 |
Contingent Consideration Liabilities | 5,210 | 47,754 |
Other Noncurrent Liabilities | 89,605 | 74,627 |
Commitments and Contingencies | ' | ' |
Stockholders’ Equity: | ' | ' |
Common stock, $0.01 par value, 1,000,000,000 and 500,000,000 shares authorized, 300,548,111 and 297,810,896 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively | 3,005 | 2,978 |
Additional paid-in capital | 996,248 | 950,338 |
Retained earnings | 1,243,778 | 1,010,019 |
Accumulated other comprehensive income | 11,075 | 759 |
Total Stockholders’ Equity | 2,254,106 | 1,964,094 |
Total Liabilities and Stockholders’ Equity | $4,361,059 | $3,723,456 |
Consolidated_Condensed_Balance1
Consolidated Condensed Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 1,000,000,000 | 500,000,000 |
Common stock, shares issued | 300,548,111 | 297,810,896 |
Common stock, shares outstanding | 300,548,111 | 297,810,896 |
Consolidated_Condensed_Stateme
Consolidated Condensed Statements of Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $1,298,094 | $1,016,707 | $3,745,839 | $3,055,015 |
Cost of goods sold | 780,187 | 607,002 | 2,216,110 | 1,775,996 |
Gross margin | 517,907 | 409,705 | 1,529,729 | 1,279,019 |
Facility and warehouse expenses | 108,349 | 86,739 | 311,480 | 254,039 |
Distribution expenses | 109,593 | 93,652 | 320,033 | 277,391 |
Selling, general and administrative expenses | 153,546 | 121,049 | 436,614 | 364,461 |
Restructuring and acquisition related expenses | 2,206 | 116 | 7,391 | 2,558 |
Depreciation and amortization | 20,818 | 16,715 | 57,850 | 46,961 |
Operating income | 123,395 | 91,434 | 396,361 | 333,609 |
Other expense (income): | ' | ' | ' | ' |
Interest expense, net | 15,200 | 7,964 | 36,287 | 22,687 |
Loss on debt extinguishment | 0 | 0 | 2,795 | 0 |
Change in fair value of contingent consideration liabilities | 712 | 1,892 | 1,765 | 1,787 |
Other income, net | -1,562 | -1,674 | -1,737 | -3,413 |
Total other expense, net | 14,350 | 8,182 | 39,110 | 21,061 |
Income before provision for income taxes | 109,045 | 83,252 | 357,251 | 312,548 |
Provision for income taxes | 35,600 | 29,204 | 123,492 | 113,511 |
Net income | $73,445 | $54,048 | $233,759 | $199,037 |
Earnings per share: | ' | ' | ' | ' |
Basic | $0.24 | $0.18 | $0.78 | $0.67 |
Diluted | $0.24 | $0.18 | $0.77 | $0.66 |
Consolidated_Condensed_Stateme1
Consolidated Condensed Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Statement of Other Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income | $73,445 | $54,048 | $233,759 | $199,037 |
Other comprehensive income, net of tax: | ' | ' | ' | ' |
Foreign currency translation | 28,514 | 10,182 | 6,330 | 12,518 |
Net change in unrecognized gains (losses) on derivative instruments, net of tax | 625 | -1,242 | 3,986 | -4,233 |
Total other comprehensive income | 29,139 | 8,940 | 10,316 | 8,285 |
Total comprehensive income | $102,584 | $62,988 | $244,075 | $207,322 |
Consolidated_Condensed_Stateme2
Consolidated Condensed Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net income | $233,759 | $199,037 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 61,868 | 51,574 |
Stock-based compensation expense | 16,292 | 11,976 |
Excess tax benefit from stock-based payments | -15,998 | -11,071 |
Other | 7,424 | 3,961 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ' | ' |
Receivables | -35,287 | -12,394 |
Inventory | -18,207 | -47,669 |
Prepaid income taxes/income taxes payable | 40,551 | 2,688 |
Accounts payable | 1,641 | -7,892 |
Other operating assets and liabilities | 48,886 | -8,138 |
Net cash provided by operating activities | 340,929 | 182,072 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchases of property and equipment | -61,126 | -60,636 |
Proceeds from sales of property and equipment | 1,459 | 692 |
Investment in unconsolidated subsidiary | -9,136 | 0 |
Acquisitions, net of cash acquired | -395,974 | -133,123 |
Net cash used in investing activities | -464,777 | -193,067 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from exercise of stock options | 13,647 | 14,187 |
Excess tax benefit from stock-based payments | 15,998 | 11,071 |
Debt issuance costs | -16,912 | -175 |
Proceeds from issuance of senior notes | 600,000 | 0 |
Borrowings under revolving credit facility | 399,758 | 500,087 |
Repayments under revolving credit facility | -745,313 | -747,851 |
Borrowings under term loans | 35,000 | 200,000 |
Repayments under term loans | -11,250 | -14,375 |
Borrowings under receivables securitization facility | 41,500 | 77,272 |
Repayments under receivables securitization facility | -111,500 | 0 |
Repayments of other long-term debt | -19,518 | -8,336 |
Payments of other obligations | -32,091 | -600 |
Net cash provided by financing activities | 169,319 | 31,280 |
Effect of exchange rate changes on cash and equivalents | 2,096 | 682 |
Net increase in cash and equivalents | 47,567 | 20,967 |
Cash and equivalents, beginning of period | 59,770 | 48,247 |
Cash and equivalents, end of period | 107,337 | 69,214 |
Supplemental disclosure of cash paid for: | ' | ' |
Income taxes, net of refunds | 82,536 | 110,911 |
Interest | 22,853 | 20,823 |
Supplemental disclosure of noncash investing and financing activities: | ' | ' |
Notes payable and long-term obligations, including notes issued in connection with business acquisitions | 10,728 | 8,272 |
Contingent consideration liabilities | 3,854 | 5,540 |
Non-cash property and equipment additions | $2,657 | $9,487 |
Consolidated_Condensed_Stateme3
Consolidated Condensed Statements of Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income |
In Thousands, except Share data | |||||
Beginning Balance at Dec. 31, 2012 | $1,964,094 | $2,978 | $950,338 | $1,010,019 | $759 |
Beginning Balance, shares at Dec. 31, 2012 | ' | 297,811,000 | ' | ' | ' |
Net income | 233,759 | ' | ' | 233,759 | ' |
Other comprehensive income | 10,316 | ' | ' | ' | 10,316 |
Restricted stock units vested, shares | ' | 594,000 | ' | ' | ' |
Restricted stock units vested, value | ' | 6 | -6 | ' | ' |
Stock-based compensation expense | 16,292 | ' | 16,292 | ' | ' |
Exercise of stock options, shares | ' | 2,143,000 | ' | ' | ' |
Exercise of stock options, value | 13,647 | 21 | 13,626 | ' | ' |
Excess tax benefit from stock-based payments | 15,998 | ' | 15,998 | ' | ' |
Ending Balance at Sep. 30, 2013 | $2,254,106 | $3,005 | $996,248 | $1,243,778 | $11,075 |
Ending Balance, shares at Sep. 30, 2013 | ' | 300,548,000 | ' | ' | ' |
Interim_Financial_Statements
Interim Financial Statements | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Interim Financial Statements | ' |
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 "LKQ," "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 2013 Annual Meeting of Stockholders in May 2013, our stockholders approved an amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock from 500 million to 1 billion. The increased number of authorized shares is reflected on our Unaudited Consolidated Condensed Balance Sheet as of September 30, 2013. | |
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, 2012 filed with the SEC on March 1, 2013. |
Financial_Statement_Informatio
Financial Statement Information | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||||||||||
Financial Statement Information | ' | |||||||||||||||||||||||
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, delivered to 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 $30.5 million and $24.7 million at September 30, 2013 and December 31, 2012, 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. We recognize revenue from the sale of scrap, cores and other metals when title has transferred, which typically occurs upon delivery to the customer. | ||||||||||||||||||||||||
Receivables | ||||||||||||||||||||||||
We recorded a reserve for uncollectible accounts of $14.1 million and $9.5 million at September 30, 2013 and December 31, 2012, respectively. | ||||||||||||||||||||||||
Inventory | ||||||||||||||||||||||||
Inventory consists of the following (in thousands): | ||||||||||||||||||||||||
September 30, | December 31, | |||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||
Aftermarket and refurbished products | $ | 649,768 | $ | 523,677 | ||||||||||||||||||||
Salvage and remanufactured products | 368,401 | 377,126 | ||||||||||||||||||||||
$ | 1,018,169 | $ | 900,803 | |||||||||||||||||||||
Intangible Assets | ||||||||||||||||||||||||
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 by reportable segment during the nine months ended September 30, 2013 is as follows (in thousands): | ||||||||||||||||||||||||
North America | Europe | Total | ||||||||||||||||||||||
Balance as of January 1, 2013 | $ | 1,339,831 | $ | 350,453 | $ | 1,690,284 | ||||||||||||||||||
Business acquisitions and adjustments to previously recorded goodwill | 17,623 | 209,638 | 227,261 | |||||||||||||||||||||
Exchange rate effects | (4,407 | ) | 7,778 | 3,371 | ||||||||||||||||||||
Balance as of September 30, 2013 | $ | 1,353,047 | $ | 567,869 | $ | 1,920,916 | ||||||||||||||||||
The components of other intangibles are as follows (in thousands): | ||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | |||||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||
Trade names and trademarks | $ | 144,254 | $ | (26,167 | ) | $ | 118,087 | $ | 118,422 | $ | (21,599 | ) | $ | 96,823 | ||||||||||
Customer relationships | 45,252 | (10,616 | ) | 34,636 | 14,426 | (6,642 | ) | 7,784 | ||||||||||||||||
Covenants not to compete | 3,822 | (2,116 | ) | 1,706 | 3,654 | (1,546 | ) | 2,108 | ||||||||||||||||
$ | 193,328 | $ | (38,899 | ) | $ | 154,429 | $ | 136,502 | $ | (29,787 | ) | $ | 106,715 | |||||||||||
During the nine months ended September 30, 2013, we recorded $24.7 million of trade names and $25.3 million of customer relationships for our acquisition of Sator Beheer B.V. ("Sator") as discussed in Note 9, "Business Combinations." 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 15 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 $9.0 million and $7.1 million during the nine month periods ended September 30, 2013 and 2012, respectively. Estimated amortization expense for each of the five years in the period ending December 31, 2017 is $13.0 million, $14.2 million, $12.8 million, $11.4 million and $10.5 million, respectively. | ||||||||||||||||||||||||
Investment in Unconsolidated Subsidiary | ||||||||||||||||||||||||
In August 2013, we entered into an agreement with Suncorp Group, a leading general insurance group in Australia and New Zealand, to develop an alternative vehicle replacement parts business in those countries. We hold a 49% equity interest in the entity and will contribute our experience to help establish automotive parts recycling operations and to facilitate the procurement of aftermarket parts; Suncorp Group holds a 51% equity interest and will supply salvage vehicles to the venture as well as assist in establishing relationships with repair shops as customers. We are accounting for our interest in this subsidiary using the equity method of accounting, as our investment gives us the ability to exercise significant influence, but not control, over the investee. The total of our investment in the equity-method investee is included within Other Assets on our Unaudited Consolidated Condensed Balance Sheets. As of September 30, 2013, the carrying value of our investment in this unconsolidated subsidiary was $9.3 million. Our equity in the net earnings of the investee for the three months ended September 30, 2013 was not material. | ||||||||||||||||||||||||
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 also provide a limited lifetime warranty for certain of our aftermarket products. 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, 2013 were as follows (in thousands): | ||||||||||||||||||||||||
Balance as of January 1, 2013 | $ | 10,574 | ||||||||||||||||||||||
Warranty expense | 22,652 | |||||||||||||||||||||||
Warranty claims | (21,109 | ) | ||||||||||||||||||||||
Balance as of September 30, 2013 | $ | 12,117 | ||||||||||||||||||||||
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, 2013, we adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." This update requires disclosure of amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. The update does not change the items reported in other comprehensive income or when an item of other comprehensive income is reclassified to net income. As this guidance only revises the presentation and disclosures related to the reclassification of items out of accumulated other comprehensive income, the adoption of this guidance did not affect our financial position, results of operations or cash flows. See Note 12, "Accumulated Other Comprehensive Income" for the additional required disclosures. |
Equity_Incentive_Plans
Equity Incentive Plans | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||||||||||
Equity Incentive Plans | ' | |||||||||||||||||||||||
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"). | ||||||||||||||||||||||||
We have granted RSUs, stock options, and restricted stock under the Equity Incentive Plan. These awards vest over periods of up to 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. | ||||||||||||||||||||||||
In March 2013, the Compensation Committee approved the cancellation of 671,400 unvested RSUs held by our executive officers and approved the issuance of 946,800 RSUs containing both a performance-based vesting condition and a time-based vesting condition. Of the 946,800 RSUs, 671,400 were granted as a replacement of the canceled RSUs and include a performance-based condition that the Company reports positive diluted earnings per share, subject to certain adjustments, during the year ending December 31, 2013. In addition, these RSUs retain the same remaining time-based vesting conditions as the canceled RSUs (vesting in equal tranches each six months beginning July 2013 through either January 2016 or January 2017). The remaining 275,400 RSUs granted in March 2013 include a performance-based condition that the Company reports positive diluted earnings per share, subject to certain adjustments, during any fiscal year period within five years following the grant date. In addition, these RSUs include a time-based vesting condition, vesting in equal tranches each six months beginning July 2013 through January 2016. In all cases, both conditions must be met before any RSUs vest. If the applicable performance-based condition of an RSU is not met, the RSU is forfeited. If and when the performance-based condition is met, all applicable RSUs that had previously met the time-based vesting condition will vest immediately and the remaining RSUs will vest according to the remaining schedule of the time-based condition. | ||||||||||||||||||||||||
A summary of transactions in our stock-based compensation plans for the nine months ended September 30, 2013 is as follows: | ||||||||||||||||||||||||
Shares | RSUs | Stock Options | Restricted Stock | |||||||||||||||||||||
Available For | ||||||||||||||||||||||||
Grant | Number | Weighted- | Number | Weighted- | Number | Weighted- | ||||||||||||||||||
Outstanding | Average | Outstanding | Average | Outstanding | Average | |||||||||||||||||||
Grant Date | Exercise | Grant Date | ||||||||||||||||||||||
Fair Value | Price | Fair Value | ||||||||||||||||||||||
Balance, January 1, 2013 | 14,643,932 | 2,351,362 | $ | 14.02 | 9,355,070 | $ | 6.9 | 116,000 | $ | 9.47 | ||||||||||||||
Granted | (924,312 | ) | 924,312 | 22.18 | — | — | — | — | ||||||||||||||||
Exercised | — | — | — | (2,143,544 | ) | 6.37 | — | — | ||||||||||||||||
Vested | — | (593,671 | ) | 15.04 | — | — | (86,000 | ) | 9.54 | |||||||||||||||
Canceled | 177,174 | (97,254 | ) | 16.14 | (79,920 | ) | 8.8 | — | — | |||||||||||||||
Balance, September 30, 2013 | 13,896,794 | 2,584,749 | $ | 16.63 | 7,131,606 | $ | 7.04 | 30,000 | $ | 9.3 | ||||||||||||||
The RSUs containing a performance-based vesting condition that were granted in replacement of canceled RSUs were accounted for as a modification of the original awards, and therefore are not reflected as grants or cancellations in the table above. | ||||||||||||||||||||||||
The fair value of RSUs is based on the market price of LKQ stock on the grant date. 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, 2013, we used forfeiture rates of 10% for grants to employees and 0% for grants to non-employee directors and executive officers. The fair value of RSUs that vested during the nine months ended September 30, 2013 was approximately $14.3 million. | ||||||||||||||||||||||||
For the 2013 RSU grants that contain both a performance-based vesting condition and a time-based vesting condition, we recognize compensation expense under the accelerated attribution method, pursuant to which expense is recognized over the requisite service period for each separate vesting tranche of the award. For the RSUs that were canceled and replaced, the fair values of the RSUs immediately before and after the modification were the same. As a result, there was no charge recorded in the nine months ended September 30, 2013 and the expense for these RSUs was continued at the grant date fair value. During the three and nine months ended September 30, 2013, we recognized $2.3 million and $6.0 million, respectively, of stock-based compensation expense related to the RSUs containing a performance-based vesting condition. For all other awards, which are subject to only a time-based vesting condition, we recognize compensation expense on a straight-line basis over the requisite service period of the entire 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, | |||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||
RSUs | $ | 4,559 | $ | 2,048 | $ | 12,674 | $ | 6,131 | ||||||||||||||||
Stock options | 1,124 | 1,720 | 3,457 | 5,162 | ||||||||||||||||||||
Restricted stock | 47 | 230 | 161 | 683 | ||||||||||||||||||||
Total stock-based compensation expense | $ | 5,730 | $ | 3,998 | $ | 16,292 | $ | 11,976 | ||||||||||||||||
The following table sets forth the classification of total stock-based compensation expense included in our Unaudited Consolidated Condensed Statements of Income (in thousands): | ||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||
Cost of goods sold | $ | 98 | $ | 99 | $ | 294 | $ | 298 | ||||||||||||||||
Facility and warehouse expenses | 687 | 648 | 2,058 | 1,951 | ||||||||||||||||||||
Selling, general and administrative expenses | 4,945 | 3,251 | 13,940 | 9,727 | ||||||||||||||||||||
5,730 | 3,998 | 16,292 | 11,976 | |||||||||||||||||||||
Income tax benefit | (2,235 | ) | (1,559 | ) | (6,354 | ) | (4,671 | ) | ||||||||||||||||
Total stock-based compensation expense, net of tax | $ | 3,495 | $ | 2,439 | $ | 9,938 | $ | 7,305 | ||||||||||||||||
We have not capitalized any stock-based compensation costs during either of the nine month periods ended September 30, 2013 or 2012. | ||||||||||||||||||||||||
As of September 30, 2013, unrecognized compensation expense related to unvested RSUs, stock options and restricted stock is expected to be recognized as follows (in thousands): | ||||||||||||||||||||||||
RSUs | Stock | Restricted | Total | |||||||||||||||||||||
Options | Stock | |||||||||||||||||||||||
Remainder of 2013 | $ | 4,459 | $ | 1,123 | $ | 47 | $ | 5,629 | ||||||||||||||||
2014 | 12,829 | 3,007 | 139 | 15,975 | ||||||||||||||||||||
2015 | 9,421 | 75 | — | 9,496 | ||||||||||||||||||||
2016 | 5,673 | — | — | 5,673 | ||||||||||||||||||||
2017 | 2,575 | — | — | 2,575 | ||||||||||||||||||||
2018 | 96 | — | — | 96 | ||||||||||||||||||||
Total unrecognized compensation expense | $ | 35,053 | $ | 4,205 | $ | 186 | $ | 39,444 | ||||||||||||||||
Our stock-based compensation expense for the remainder of 2013 related to the RSUs containing a performance-based vesting condition is expected to be $2.3 million. |
LongTerm_Obligations
Long-Term Obligations | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Long-Term Obligations | ' | |||||||
Long-Term Obligations | ||||||||
Long-Term Obligations consist of the following (in thousands): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Senior secured credit agreement: | ||||||||
Term loans payable | $ | 444,375 | $ | 420,625 | ||||
Revolving credit facility | 199,831 | 553,964 | ||||||
Senior notes | 600,000 | — | ||||||
Receivables securitization facility | 10,000 | 80,000 | ||||||
Notes payable through October 2018 at weighted average interest rates of 1.8% and 1.7%, respectively | 38,941 | 42,398 | ||||||
Other long-term debt at weighted average interest rates of 3.5% and 3.3%, respectively | 18,908 | 21,491 | ||||||
1,312,055 | 1,118,478 | |||||||
Less current maturities | (61,123 | ) | (71,716 | ) | ||||
$ | 1,250,932 | $ | 1,046,762 | |||||
Senior Secured Credit Agreement | ||||||||
On May 3, 2013, we entered into an amended and restated credit agreement (the "Credit Agreement") with the several lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent, Bank of America N.A., as syndication agent, The Bank of Tokyo-Mitsubishi UFJ, LTD and RBS Citizens, N.A., as co-documentation agents, and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Bank of Tokyo-Mitsubishi UFJ, LTD and RBS Citizens, N.A., as joint lead arrangers and joint bookrunners. The Credit Agreement retains many of the terms of the Company's amended and restated credit agreement dated September 30, 2011 (the "Original Credit Agreement") while also modifying certain terms to (1) extend the maturity date by approximately two years to May 3, 2018; (2) increase the total availability under the Credit Agreement from $1.4 billion to $1.8 billion (composed of $1.2 billion in the revolving credit facility's multicurrency component, $150 million in the revolving credit facility's US dollar component, and $450 million of term loans; (3) increase the amount of letters of credit that may be issued under the revolving credit facility to $150 million from $125 million; (4) raise the amount of swing line loans available under the revolving credit facility to $50 million from $25 million; (5) increase the maximum net leverage ratio covenant; (6) add certain subsidiaries as additional borrowers under the revolving credit facility; and (7) make other immaterial or clarifying modifications and amendments to the terms of the Original Credit Agreement. The Credit Agreement allows the Company to increase the amount of the revolving credit facility or obtain incremental term loans up to the greater of $400 million or the amount that may be borrowed while maintaining a senior secured leverage ratio of less than or equal to 2.50 to 1.00, subject to the agreement of the lenders. The proceeds of the Credit Agreement were used to repay amounts outstanding under the Original Credit Agreement, to pay fees related to the amendment and restatement, and for general corporate purposes. | ||||||||
Amounts under the revolving credit facility are due and payable upon maturity of the Credit Agreement on May 3, 2018. Amounts under the initial and additional term borrowings are due and payable in quarterly installments equal to 1.25% of the original principal amount beginning on September 30, 2013, with the remaining balance due and payable on the maturity date of the Credit Agreement. We are required to prepay the term loan 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 without penalty. | ||||||||
The Credit Agreement contains customary representations and warranties, and contains customary covenants that provide limitations and conditions on our ability to enter into certain transactions. The Credit Agreement also contains financial and affirmative covenants under which we (i) may not exceed a maximum net leverage ratio of 3.50 to 1.00 (an increase from 3.00 to 1.00 under the Original Credit Agreement), 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 4.00 to 1.00 for the subsequent four fiscal quarters (an increase from 3.50 to 1.00 under the Original Credit Agreement) 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 and the Original Credit Agreement as of September 30, 2013 and December 31, 2012, respectively. | ||||||||
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 net 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, 2013 and December 31, 2012 were 3.08% and 2.85%, 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 net leverage ratio. In addition, we pay a participation commission on outstanding letters of credit at an applicable rate based on our net 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 $644.2 million and $974.6 million at September 30, 2013 and December 31, 2012, respectively, of which $22.5 million and $31.9 million were classified as current maturities, respectively. As of September 30, 2013, there were letters of credit outstanding in the aggregate amount of $53.2 million. 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, 2013 was $1.1 billion. | ||||||||
Related to the execution of the Credit Agreement, we incurred $7.2 million of fees, of which $6.1 million were capitalized within Other Assets on our Unaudited Consolidated Condensed Balance Sheet and are amortized over the term of the agreement. The remaining $1.1 million of fees were expensed, together with $1.7 million of capitalized debt issuance costs related to the Original Credit Agreement, as a loss on debt extinguishment in our Unaudited Consolidated Condensed Statements of Income for the nine months ended September 30, 2013. | ||||||||
Senior Notes | ||||||||
On May 9, 2013, we completed an offering of $600 million aggregate principal amount of senior notes due May 15, 2023 (the "Notes") in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933. The proceeds from the offering were used to repay revolver borrowings under our Credit Agreement, including amounts borrowed to finance our acquisition of Sator in May 2013 as discussed further in Note 9, "Business Combinations," to pay related fees and expenses, and for general corporate purposes. The Notes are governed by the Indenture dated as of May 9, 2013 among LKQ Corporation, certain of our subsidiaries (the "Guarantors") and U.S. Bank National Association, as trustee. | ||||||||
The Notes bear interest at a rate of 4.75% per year from the date of original issuance or from the most recent payment date on which interest has been paid or provided for. Interest on the Notes is payable in arrears on May 15 and November 15 of each year, beginning on November 15, 2013. The Notes are fully and unconditionally guaranteed by the Guarantors. | ||||||||
The Notes and the guarantees will be our and each Guarantor's senior unsecured obligations and will be subordinated to all of the Guarantors' existing and future secured debt to the extent of the assets securing that secured debt. In addition, the Notes will be effectively subordinated to all of the liabilities of our subsidiaries that are not guaranteeing the Notes to the extent of the assets of those subsidiaries. | ||||||||
The Notes will be redeemable, in whole or in part, at any time on or after May 15, 2018 on the redemption dates and at the respective redemption prices specified in the Indenture. In addition, we may redeem up to 35% of the notes before May 15, 2016 with the net cash proceeds from certain equity offerings. We may also redeem some or all of the notes before May 15, 2018 at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date, plus a "make whole" premium. We may be required to make an offer to purchase the notes upon the sale of certain assets, subject to certain exceptions, and upon a change of control. | ||||||||
In connection with the sale of the Notes, the Company entered into a Registration Rights Agreement dated as of May 9, 2013 (the "Registration Rights Agreement") with the Guarantors and the representative of the initial purchasers of the Notes identified therein. Under the Registration Rights Agreement, the Company and the Guarantors have agreed to (i) file an exchange offer registration statement to exchange the Notes for a new issue of debt securities registered under the Securities Act of 1933, with terms substantially identical to those of the Notes (except that the exchange notes will not contain terms with respect to additional interest, registration rights, or certain transfer restrictions); (ii) use their commercially reasonable efforts to consummate the exchange offer within 365 days after the issue date of the Notes; and (iii) in certain circumstances, file a shelf registration statement for the resale of the Notes. If the Company and the Guarantors fail to consummate the exchange offer within 365 days of the issue date of the Notes or otherwise fail to satisfy their registration obligations under the Registration Rights Agreement, then the annual interest rate on the Notes will increase by 0.25% per annum and by an additional 0.25% per annum for each subsequent 90-day period during which the registration default continues, up to a maximum additional interest rate of 1.0% per annum. | ||||||||
Fees incurred related to the offering of the Notes totaling $9.7 million were capitalized within Other Assets on our Unaudited Consolidated Condensed Balance Sheet and are amortized over the term of the Notes. | ||||||||
Receivables Securitization Facility | ||||||||
On September 28, 2012, we entered into a three year receivables securitization facility with The Bank of Tokyo-Mitsubishi UFJ, Ltd. ("BTMU"), as Administrative Agent. Under the facility, LKQ sells an ownership interest in certain receivables, related collections and security interests to BTMU for the benefit of conduit investors and/or financial institutions for up to $80 million in cash proceeds. Upon payment of the receivables by customers, rather than remitting to BTMU the amounts collected, LKQ retains such collections as proceeds for the sale of new receivables generated by certain of the ongoing operations of the Company. | ||||||||
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 included in the program collateralize the amounts invested by BTMU, the conduit investors and/or financial institutions. The receivables are held by LKQ Receivables Finance Company, LLC ("LRFC"), a wholly owned bankruptcy-remote special purpose subsidiary of LKQ, and therefore, the receivables are available first to satisfy the creditors of LRFC, including the investors. As of September 30, 2013 and December 31, 2012, $110.3 million and $116.9 million, respectively, of net receivables were collateral for the investment under the receivables facility. | ||||||||
Under the receivables facility, 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) the London InterBank Offered Rate ("LIBOR") plus 1.25%, or (iii) base rates, and are payable monthly in arrears. Commercial paper rates will be the applicable variable rate unless conduit investors are not available to invest in the receivables at commercial paper rates. In such case, financial institutions will invest at the LIBOR rate plus 1.25% or at base rates. 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, 2013 and December 31, 2012, the interest rate under the receivables facility was based on commercial paper rates and was 1.01% and 1.05%, respectively. The outstanding balances of $10.0 million and $80.0 million as of September 30, 2013 and December 31, 2012, respectively, were 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. |
Derivative_Instruments_and_Hed
Derivative Instruments and Hedging Activities | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities | ' | ||||||||||||||||||||||||||||
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, changing foreign exchange rates for certain foreign currency denominated transactions, and changes in metals prices. We do not hold or issue derivatives for trading purposes. | |||||||||||||||||||||||||||||
Cash Flow Hedges | |||||||||||||||||||||||||||||
At September 30, 2013, 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 receive payment at a variable rate of interest based on LIBOR or the Canadian Dealer Offered Rate ("CDOR") for the respective currency of each interest rate swap agreement's notional amount. The effective portion of changes in the fair value of the interest rate swap agreements is recorded in Accumulated Other Comprehensive Income 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. Our interest rate swap contracts have maturity dates ranging from 2013 through 2016. | |||||||||||||||||||||||||||||
We hold foreign currency forward contracts related to certain foreign currency denominated intercompany transactions, with the objective of minimizing the impact of changing exchange rates on these future cash flows, as well as minimizing the impact of fluctuating exchange rates on our results of operations through the respective dates of settlement. Under the terms of the foreign currency forward contracts, we will sell euros and pounds sterling in exchange for U.S. dollars at a fixed rate on the maturity dates of the contracts. The effective portion of the changes in fair value of the foreign currency forward contracts is recorded in Accumulated Other Comprehensive Income and reclassified to other income (expense) when the underlying transaction has an impact on earnings. These foreign currency forward contracts expire in 2014. | |||||||||||||||||||||||||||||
The following table summarizes the notional amounts and fair values of our designated cash flow hedges as of September 30, 2013 and December 31, 2012 (in thousands): | |||||||||||||||||||||||||||||
Notional Amount | Fair Value at September 30, 2013 (USD) | Fair Value at December 31, 2012 (USD) | |||||||||||||||||||||||||||
30-Sep-13 | 31-Dec-12 | Other Assets | Other Accrued Expenses | Other Noncurrent Liabilities | Other Accrued Expenses | Other Noncurrent Liabilities | |||||||||||||||||||||||
Interest rate swap agreements | |||||||||||||||||||||||||||||
USD denominated | $ | 420,000 | $ | 520,000 | $ | — | $ | — | $ | 8,631 | $ | 705 | $ | 12,791 | |||||||||||||||
GBP denominated | £ | 50,000 | £ | 50,000 | — | — | 937 | — | 2,135 | ||||||||||||||||||||
CAD denominated | C$ | 25,000 | C$ | 25,000 | 52 | — | — | — | 12 | ||||||||||||||||||||
Foreign currency forward contracts | |||||||||||||||||||||||||||||
EUR denominated | € | 149,976 | — | — | 7,964 | — | — | — | |||||||||||||||||||||
GBP denominated | £ | 70,000 | — | — | 7,439 | — | — | — | |||||||||||||||||||||
Total cash flow hedges | $ | 52 | $ | 15,403 | $ | 9,568 | $ | 705 | $ | 14,938 | |||||||||||||||||||
While our derivative instruments executed with the same counterparty are subject to master netting arrangements, we present our cash flow hedge derivative instruments on a gross basis on our Unaudited Consolidated Condensed Balance Sheets. The impact of netting the fair values of these contracts would not have a material effect on our Unaudited Consolidated Condensed Balance Sheets at September 30, 2013 or December 31, 2012. | |||||||||||||||||||||||||||||
The activity related to our cash flow hedges is included in Note 12, "Accumulated Other Comprehensive Income." In May 2013, we repaid a portion of our variable rate U.S. dollar denominated credit agreement borrowings with the proceeds of our fixed rate senior notes, which resulted in one of our interest rate swap contracts, which expires in October 2013, no longer being designated as an effective cash flow hedge. As a result, we experienced an immaterial amount of hedge ineffectiveness during the three and nine month periods ended September 30, 2013. Hedge ineffectiveness related to our foreign currency forward contracts was immaterial to our results of operations during the three and nine months ended September 30, 2013. We expect future ineffectiveness related to our cash flow hedges will not have a material effect on our results of operations. | |||||||||||||||||||||||||||||
As of September 30, 2013, we estimate that $3.8 million of derivative losses (net of tax) included in Accumulated Other Comprehensive Income will be reclassified into our Unaudited Consolidated Condensed Statements of Income 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 related to purchases of inventory invoiced in a non-functional currency and to 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 at each balance sheet date, which could result in volatility in our earnings. The notional amount and fair value of these contracts at September 30, 2013 and December 31, 2012, along with the effect on our results of operations during each of the three and nine month periods ended September 30, 2013 and September 30, 2012, were immaterial. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value Measurements | ' | |||||||||||||||
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 during the nine months ended September 30, 2013, there were no significant changes in valuation techniques or inputs related to the financial assets or liabilities that we have historically recorded at fair value. In the second quarter of 2013, we entered into several foreign currency forward contracts as described in Note 5, "Derivative Instruments and Hedging Activities," which are recorded at fair market value. 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, 2013 and December 31, 2012 (in thousands): | ||||||||||||||||
Balance as of September 30, 2013 | Fair Value Measurements as of September 30, 2013 | |||||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | ||||||||||||||||
Cash surrender value of life insurance | $ | 23,847 | $ | — | $ | 23,847 | $ | — | ||||||||
Interest rate swaps | 52 | 52 | ||||||||||||||
Total Assets | $ | 23,899 | $ | — | $ | 23,899 | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Contingent consideration liabilities | $ | 54,485 | $ | — | $ | — | $ | 54,485 | ||||||||
Deferred compensation liabilities | 23,572 | — | 23,572 | — | ||||||||||||
Foreign currency forward contracts | 15,403 | — | 15,403 | — | ||||||||||||
Interest rate swaps | 9,606 | — | 9,606 | — | ||||||||||||
Total Liabilities | $ | 103,066 | $ | — | $ | 48,581 | $ | 54,485 | ||||||||
Balance as of December 31, 2012 | Fair Value Measurements as of December 31, 2012 | |||||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | ||||||||||||||||
Cash surrender value of life insurance | $ | 19,492 | $ | — | $ | 19,492 | $ | — | ||||||||
Total Assets | $ | 19,492 | $ | — | $ | 19,492 | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Contingent consideration liabilities | $ | 90,009 | $ | — | $ | — | $ | 90,009 | ||||||||
Deferred compensation liabilities | 19,843 | — | 19,843 | — | ||||||||||||
Interest rate swaps | 15,643 | — | 15,643 | — | ||||||||||||
Total Liabilities | $ | 125,495 | $ | — | $ | 35,486 | $ | 90,009 | ||||||||
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. The balance sheet classification of the interest rate swaps and foreign currency forward contracts is presented in Note 5, "Derivative Instruments and Hedging Activities." | ||||||||||||||||
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 our derivative instruments 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 and current and forward foreign exchange rates. | ||||||||||||||||
Our contingent consideration liabilities are related to certain of 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, 2013 Weighted Average | December 31, 2012 Weighted Average | ||||||||||||||
Probability of achieving payout targets | 71.7 | % | 79.7 | % | ||||||||||||
Discount rate | 6.5 | % | 6.6 | % | ||||||||||||
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 liabilities for the three and nine months ended September 30, 2013 and 2012 were as follows (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Beginning balance | $ | 49,473 | $ | 88,037 | $ | 90,009 | $ | 82,382 | ||||||||
Contingent consideration liabilities recorded for business acquisitions | 1,204 | — | 3,854 | 5,540 | ||||||||||||
Payments | — | — | (38,349 | ) | (600 | ) | ||||||||||
Loss included in earnings | 712 | 1,892 | 1,765 | 1,787 | ||||||||||||
Exchange rate effects | 3,096 | 2,353 | (2,794 | ) | 3,173 | |||||||||||
Ending balance | $ | 54,485 | $ | 92,282 | $ | 54,485 | $ | 92,282 | ||||||||
The purchase price for our 2011 acquisition of Euro Car Parts Holdings Limited ("ECP") included contingent payments depending on the achievement of certain annual performance targets in 2012 and 2013. The performance target for 2012 was exceeded, and during the three months ended March 31, 2013, we paid £25.0 million, the maximum contingent payment, through a cash payment of $33.9 million (£22.4 million) and the issuance of notes for $3.9 million (£2.6 million). In April 2013, we amended the ECP contingent payment agreement, and as a result, we are obligated to pay Draco Limited, one of the sellers of ECP, approximately £27 million in the first quarter of 2014, which is equal to the maximum payment for Draco Limited's share of the contingent payment agreement for the 2013 performance period. The effect of the amendment did not have a material effect on our financial position or our results of operations, and we believe the amendment will not have a material effect on our future cash flows, as the fair value of the contingent payment liability prior to the amendment was calculated assuming a high probability of achieving the performance targets for the maximum payment. See Note 9, "Business Combinations" for further information on the amendment. | ||||||||||||||||
Of the amounts included in earnings for the three and nine months ended September 30, 2013, $0.7 million and $2.8 million of losses, respectively, relate to contingent consideration liabilities outstanding as of September 30, 2013. The amounts included in earnings for the three and nine months ended September 30, 2012 included $0.9 million and $0.5 million of losses, respectively, related to contingent consideration liabilities outstanding as of September 30, 2013. The changes in the fair value of contingent consideration liabilities during the respective periods in 2013 and 2012 are a result of the quarterly assessment of the fair value inputs. The net loss during the nine month period ended September 30, 2012 also includes the impact related to the adoption of FASB ASU No. 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs" (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 market conditions as of September 30, 2013 and December 31, 2012, the fair value of our credit agreement borrowings reasonably approximated the carrying value of $644 million and $975 million, respectively. In addition, based on market conditions, the fair value of the outstanding borrowings under the receivables facility reasonably approximated the carrying value of $10 million and $80 million at September 30, 2013 and December 31, 2012, respectively. As of September 30, 2013, the fair value of our senior notes was approximately $560 million compared to a carrying value of $600 million. | ||||||||||||||||
The fair value measurements of the borrowings under our credit agreement and receivables facility 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, 2013 to assume these obligations. The fair value of our senior notes, which is determined using quoted market prices in the secondary market, is also classified as Level 2 within the fair value hierarchy because the market for these financial instruments is not considered an active market. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Commitments and Contingencies | ' | |||
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, 2013 are as follows (in thousands): | ||||
Three months ending December 31, 2013 | $ | 28,271 | ||
Years ending December 31: | ||||
2014 | 106,631 | |||
2015 | 94,988 | |||
2016 | 76,776 | |||
2017 | 60,730 | |||
2018 | 47,713 | |||
Thereafter | 145,446 | |||
Future Minimum Lease Payments | $ | 560,555 | ||
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 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. | ||||
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
Earnings Per Share | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Earnings Per Share | ' | |||||||||||||||
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, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net income | $ | 73,445 | $ | 54,048 | $ | 233,759 | $ | 199,037 | ||||||||
Denominator for basic earnings per share—weighted average shares outstanding | 300,223 | 296,437 | 299,213 | 295,338 | ||||||||||||
Effect of dilutive securities: | ||||||||||||||||
RSUs | 883 | 430 | 775 | 436 | ||||||||||||
Stock options | 3,564 | 4,241 | 3,765 | 4,398 | ||||||||||||
Restricted stock | 15 | 64 | 18 | 54 | ||||||||||||
Denominator for diluted earnings per share—Adjusted weighted average shares outstanding | 304,685 | 301,172 | 303,771 | 300,226 | ||||||||||||
Earnings per share, basic | $ | 0.24 | $ | 0.18 | $ | 0.78 | $ | 0.67 | ||||||||
Earnings per share, diluted | $ | 0.24 | $ | 0.18 | $ | 0.77 | $ | 0.66 | ||||||||
There were no employee stock-based compensation awards that would have had an antidilutive effect on the computation of diluted earnings per share for the three and nine months ended September 30, 2013 or September 30, 2012. |
Business_Combinations
Business Combinations | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Business Combination Disclosure [Text Block] | ' | |||||||||||||||
Business Combinations | ||||||||||||||||
On May 1, 2013, LKQ Netherlands B.V., a subsidiary of LKQ Corporation, entered into a sale and purchase agreement with H2 Sator B.V., Cooperatieve H2 Sator U.A. and H2 Sator U.A. (collectively the "Sellers") to acquire the shares of Sator, an automotive aftermarket parts distribution company based in the Netherlands, with operations in the Netherlands, Belgium and Northern France. With the acquisition of Sator, we expanded our geographic presence in the European automotive aftermarket products market into continental Europe to complement our existing U.K. operations. Total acquisition date fair value of the consideration for the acquisition of Sator was €209.8 million ($272.8 million) of cash, net of cash acquired. We recorded $139.2 million of goodwill related to our acquisition of Sator, which we do not expect will be deductible for income tax purposes. In the period between May 1, 2013 and September 30, 2013, Sator generated approximately $165.4 million of revenue and $4.4 million of net income. | ||||||||||||||||
In addition to our acquisition of Sator, we made sixteen acquisitions during the nine months ended September 30, 2013, including seven wholesale businesses in our European segment, eight wholesale businesses in North America and a self service operation. Our European acquisitions included five automotive paint distribution businesses in the U.K., which enabled us to expand our collision product offerings. Our other acquisitions completed during the nine months ended September 30, 2013 enabled us to expand into new product lines and enter new markets. Total acquisition date fair value of the consideration for these acquisitions was $133.1 million, composed of $122.4 million of cash (net of cash acquired), $6.8 million of notes payable, $0.1 million of other purchase price obligations (non-interest bearing) and $3.9 million for the estimated value of contingent payments to former owners. The maximum amount of the contingent payment is $4.9 million. During the nine months ended September 30, 2013, we recorded $88.1 million of goodwill related to these acquisitions and immaterial adjustments to preliminary purchase price allocations related to certain of our 2012 acquisitions. We expect $9.5 million of the $88.1 million of goodwill recorded to be deductible for income tax purposes. In the period between the acquisition dates and September 30, 2013, these acquisitions generated $56.0 million of revenue and $2.2 million of net income. | ||||||||||||||||
The consideration for our 2011 acquisition of ECP included a contingent payment agreement with a potential payment of up to £30 million based on ECP's 2013 results. In April 2013, we entered into an agreement waiving for Draco Limited, one of the sellers of ECP, the condition of ECP achieving the 2013 performance target, subject to the closing of the Sator acquisition. As a result of the waiver and the closing of the Sator acquisition in May 2013, we are obligated to pay Draco Limited approximately £27 million in the first quarter of 2014, which is equal to the maximum payment for Draco Limited's share of the contingent payment agreement. The waiver of the 2013 performance targets did not have a material impact on our financial position or results of operations, and it is not expected to have a material impact on our cash flows, as the fair value of the contingent payment liability prior to the waiver was calculated assuming a high probability of achieving the performance targets for the maximum payment. We also believe the waiver will improve our flexibility to execute our European strategy. | ||||||||||||||||
During the year ended December 31, 2012, we made 30 acquisitions in North America, including 22 wholesale businesses and 8 self service retail operations. These acquisitions enabled us to expand our geographic presence and to enter new markets. Additionally, two of our acquisitions were completed with a goal of improving the recovery from scrap and other metals harvested from the vehicles we purchase: a precious metals refining and reclamation business and a scrap metal shredder. | ||||||||||||||||
Total acquisition date fair value of the consideration for the 2012 acquisitions was $284.6 million, composed of $261.5 million of cash (net of cash acquired), $16.0 million of notes payable, $1.6 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 year ended December 31, 2012, we recorded $197.6 million of goodwill related to these 30 acquisitions and immaterial adjustments to preliminary purchase price allocations related to certain of our 2011 acquisitions. Of this amount, approximately $157.8 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, 2013 and the last three months of 2012 are preliminary as we are in the process of determining the following: 1) valuation amounts for certain receivables, inventories and fixed assets 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. We have recorded preliminary estimates for certain of the items noted above and will record adjustments, if any, to the preliminary amounts upon finalization of the valuations. | ||||||||||||||||
The preliminary purchase price allocations for the acquisitions completed during the nine months ended September 30, 2013 and the year ended December 31, 2012 are as follows (in thousands): | ||||||||||||||||
Nine Months Ended September 30, 2013 | Year Ended | |||||||||||||||
Sator | Other Acquisitions | Total | 31-Dec-12 | |||||||||||||
Receivables | $ | 61,639 | $ | 38,329 | $ | 99,968 | $ | 15,473 | ||||||||
Receivable reserves | (8,563 | ) | (3,023 | ) | (11,586 | ) | (1,459 | ) | ||||||||
Inventory | 71,784 | 24,119 | 95,903 | 62,305 | ||||||||||||
Prepaid expenses and other current assets | 7,184 | 2,027 | 9,211 | 201 | ||||||||||||
Property and equipment | 19,484 | 12,517 | 32,001 | 31,930 | ||||||||||||
Goodwill | 139,158 | 88,103 | 227,261 | 201,742 | ||||||||||||
Other intangibles | 49,978 | 4,868 | 54,846 | 655 | ||||||||||||
Other assets | 2,049 | 1,232 | 3,281 | 187 | ||||||||||||
Deferred income taxes | (15,222 | ) | 49 | (15,173 | ) | 428 | ||||||||||
Current liabilities assumed | (49,593 | ) | (34,438 | ) | (84,031 | ) | (22,910 | ) | ||||||||
Debt assumed | — | (664 | ) | (664 | ) | (3,989 | ) | |||||||||
Other noncurrent liabilities assumed | (5,074 | ) | — | (5,074 | ) | — | ||||||||||
Contingent consideration liabilities | — | (3,854 | ) | (3,854 | ) | (5,456 | ) | |||||||||
Other purchase price obligations | — | (86 | ) | (86 | ) | (1,647 | ) | |||||||||
Notes issued | — | (6,782 | ) | (6,782 | ) | (15,990 | ) | |||||||||
Cash used in acquisitions, net of cash acquired | $ | 272,824 | $ | 122,397 | $ | 395,221 | $ | 261,470 | ||||||||
Included in other noncurrent liabilities recorded for our Sator acquisition is a preliminary estimate for certain pension and other post-retirement obligations we assumed with the acquisition. Due to the immateriality of these plans, we have not provided the detailed disclosures otherwise prescribed by the accounting guidance on pensions and other post-retirement obligations. | ||||||||||||||||
The primary reason for our acquisitions made during the nine months ended September 30, 2013 and the year ended December 31, 2012 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, to widen our product offerings, including paint and related equipment in the U.K., and to enter new markets, including continental Europe through the Sator acquisition. 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. For certain of our acquisitions, we have identified cost savings and synergies as a result of integrating the company with our existing business that provide additional value to the combined entity. In many cases, acquiring companies with these characteristics can result in purchase prices that include a significant amount of goodwill. | ||||||||||||||||
Business Combinations | ' | |||||||||||||||
The following pro forma summary presents the effect of the businesses acquired during the nine months ended September 30, 2013 as though they had been acquired as of January 1, 2012 and the effect of the businesses acquired during the year ended December 31, 2012 as though they had been acquired as of January 1, 2011. 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, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue, as reported | $ | 1,298,094 | $ | 1,016,707 | $ | 3,745,839 | $ | 3,055,015 | ||||||||
Revenue of purchased businesses for the period prior to acquisition: | ||||||||||||||||
Sator | — | 89,991 | 126,309 | 276,656 | ||||||||||||
Other acquisitions | 13,344 | 93,311 | 113,011 | 349,180 | ||||||||||||
Pro forma revenue | $ | 1,311,438 | $ | 1,200,009 | $ | 3,985,159 | $ | 3,680,851 | ||||||||
Net income, as reported | $ | 73,445 | $ | 54,048 | $ | 233,759 | $ | 199,037 | ||||||||
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments: | ||||||||||||||||
Sator | — | 1,465 | 5,345 | 4,742 | ||||||||||||
Other acquisitions | 1,791 | 4,396 | 7,812 | 18,822 | ||||||||||||
Pro forma net income | $ | 75,236 | $ | 59,909 | $ | 246,916 | $ | 222,601 | ||||||||
Earnings per share-basic, as reported | $ | 0.24 | $ | 0.18 | $ | 0.78 | $ | 0.67 | ||||||||
Effect of purchased businesses for the period prior to acquisition: | ||||||||||||||||
Sator | — | 0 | 0.02 | 0.02 | ||||||||||||
Other acquisitions | 0.01 | 0.01 | 0.03 | 0.06 | ||||||||||||
Pro forma earnings per share-basic (a) | $ | 0.25 | $ | 0.2 | $ | 0.83 | $ | 0.75 | ||||||||
Earnings per share-diluted, as reported | $ | 0.24 | $ | 0.18 | $ | 0.77 | $ | 0.66 | ||||||||
Effect of purchased businesses for the period prior to acquisition: | ||||||||||||||||
Sator | — | 0 | 0.02 | 0.02 | ||||||||||||
Other acquisitions | 0.01 | 0.01 | 0.03 | 0.06 | ||||||||||||
Pro forma earnings per share-diluted (a) | $ | 0.25 | $ | 0.2 | $ | 0.81 | $ | 0.74 | ||||||||
(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 rent expense for above or below market leases, adjustments to amortization on acquired intangible assets, adjustments to interest expense, and the related tax effects. The pro forma impact of our Sator acquisition reflects the elimination of acquisition related expenses totaling $3.6 million for the nine months ended September 30, 2013, which do not have a continuing impact on the our operating results. Additionally, the pro forma impact of our other acquisitions reflects the elimination of acquisition related expenses totaling $1.6 million and $2.0 million for the three and nine months ended September 30, 2013, respectively. Refer to Note 10, "Restructuring and Acquisition Related Expenses," for further information on our acquisition related expenses. 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_
Restructuring and Acquisition Related Expenses | 9 Months Ended |
Sep. 30, 2013 | |
Restructuring and Related Activities [Abstract] | ' |
Restructuring and Acquisition Related Expenses | ' |
Restructuring and Acquisition Related Expenses | |
Acquisition Related Expenses | |
Acquisition related expenses, which include external costs such as advisory, legal and accounting fees, totaled $2.0 million and $6.0 million for the three and nine months ended September 30, 2013. Expenses incurred during the three and nine months ended September 30, 2013 included $1.4 million related to our U.K. paint acquisitions. Expenses for the nine months ended September 30, 2013 also included $3.6 million related to our acquisition of Sator in May 2013. These costs are expensed as incurred. | |
Acquisition Integration Plans | |
During the three and nine months ended September 30, 2013, we incurred $0.2 million and $1.4 million, respectively, of restructuring expenses primarily related to the integration of certain of our 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. We expect our integration plans for these acquisitions to be completed by the end of 2013. Remaining costs to complete these integration activities are expected to be immaterial. | |
Beginning in the fourth quarter of 2013, we expect to initiate restructuring plans to integrate certain of our 2013 European acquisitions into our existing operations. Our restructuring plans include the closure of duplicate facilities, elimination of overlapping delivery routes and termination of employees in duplicate functions. Restructuring costs are estimated to be approximately $4.0 million, which includes severance, moving costs and other facility closure costs. The majority of the integration activities related to these acquisitions is expected to be completed by the end of 2014. | |
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 in 2012. | |
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 consolidated 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 included 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 nine months ended September 30, 2012, we incurred $1.1 million related to this restructuring plan. These restructuring activities were substantially completed in 2012. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
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, 2013 was 34.6% compared with 36.3% for the comparable prior year period. We continued to expand our international operations during the last quarter of 2012 and the first nine months of 2013 with both acquisition related and organic growth in our European segment as well as acquisitions in Canada, which contributed to a lower effective tax rate as a larger proportion of our pretax income was generated in lower rate jurisdictions. In the nine months ended September 30, 2013 and 2012, we recorded favorable discrete tax adjustments of $2.6 million and $1.2 million, respectively. Our favorable discrete tax adjustments during the nine months ended September 30, 2013 and 2012 included $1.6 million and $0.9 million, respectively, 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. In addition, we recorded a $0.9 million favorable deferred tax adjustment in the nine months ended September 30, 2013 resulting from changes in state tax legislation. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income Accumulated Other Comprehensive Income | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income | ' | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income | |||||||||||||||||||||||||
Changes in Accumulated Other Comprehensive Income were as follows (in thousands): | |||||||||||||||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||||||||||||||
30-Sep-13 | 30-Sep-12 | ||||||||||||||||||||||||
Foreign | Unrealized (Loss) | Accumulated | Foreign | Unrealized (Loss) | Accumulated | ||||||||||||||||||||
Currency Translation | Gain | Other | Currency | Gain | Other | ||||||||||||||||||||
on Cash Flow Hedges | Comprehensive | Translation | on Cash Flow Hedges | Comprehensive | |||||||||||||||||||||
Income (Loss) | Income (Loss) | ||||||||||||||||||||||||
Beginning balance | $ | (11,334 | ) | $ | (6,730 | ) | $ | (18,064 | ) | $ | 265 | $ | (9,881 | ) | $ | (9,616 | ) | ||||||||
Pretax income (loss) | 28,514 | (15,315 | ) | 13,199 | 10,182 | (3,557 | ) | 6,625 | |||||||||||||||||
Income tax effect | — | 5,647 | 5,647 | — | 1,259 | 1,259 | |||||||||||||||||||
Reclassification of unrealized loss | — | 15,956 | 15,956 | — | 1,641 | 1,641 | |||||||||||||||||||
Reclassification of deferred income taxes | — | (5,849 | ) | (5,849 | ) | — | (585 | ) | (585 | ) | |||||||||||||||
Hedge ineffectiveness | — | 293 | 293 | — | — | — | |||||||||||||||||||
Income tax effect | — | (107 | ) | (107 | ) | — | — | — | |||||||||||||||||
Ending balance | $ | 17,180 | $ | (6,105 | ) | $ | 11,075 | $ | 10,447 | $ | (11,123 | ) | $ | (676 | ) | ||||||||||
Nine Months Ended | Nine Months Ended | ||||||||||||||||||||||||
30-Sep-13 | 30-Sep-12 | ||||||||||||||||||||||||
Foreign | Unrealized (Loss) | Accumulated | Foreign | Unrealized (Loss) | Accumulated | ||||||||||||||||||||
Currency | Gain | Other | Currency | Gain | Other | ||||||||||||||||||||
Translation | on Cash Flow Hedges | Comprehensive | Translation | on Cash Flow Hedges | Comprehensive | ||||||||||||||||||||
Income (Loss) | Income (Loss) | ||||||||||||||||||||||||
Beginning balance | $ | 10,850 | $ | (10,091 | ) | $ | 759 | $ | (2,071 | ) | $ | (6,890 | ) | $ | (8,961 | ) | |||||||||
Pretax income (loss) | 6,330 | (14,170 | ) | (7,840 | ) | 12,518 | (11,266 | ) | 1,252 | ||||||||||||||||
Income tax effect | — | 5,305 | 5,305 | — | 3,981 | 3,981 | |||||||||||||||||||
Reclassification of unrealized loss | — | 19,771 | 19,771 | — | 4,753 | 4,753 | |||||||||||||||||||
Reclassification of deferred income taxes | — | (7,211 | ) | (7,211 | ) | — | (1,701 | ) | (1,701 | ) | |||||||||||||||
Hedge ineffectiveness | — | 460 | 460 | — | — | — | |||||||||||||||||||
Income tax effect | — | (169 | ) | (169 | ) | — | — | — | |||||||||||||||||
Ending balance | $ | 17,180 | $ | (6,105 | ) | $ | 11,075 | $ | 10,447 | $ | (11,123 | ) | $ | (676 | ) | ||||||||||
Unrealized losses on our foreign currency forward contracts totaling $14.4 million and $15.1 million were reclassified to other expense in our Unaudited Consolidated Condensed Statements of Income during the three and nine months ended September 30, 2013, respectively. These losses offset the remeasurement of certain of our intercompany balances as discussed in Note 5, "Derivative Instruments and Hedging Activities." The remaining reclassification of unrealized losses related to our interest rate swap contracts and was recorded to interest expense in our Unaudited Consolidated Condensed Statements of Income during the three and nine months ended September 30, 2013 and 2012. The deferred income taxes related to our cash flow hedges were reclassified from Accumulated Other Comprehensive Income to income tax expense during the three and nine months ended September 30, 2013 and 2012. |
Segment_and_Geographic_Informa
Segment and Geographic Information | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment and Geographic Information | ' | |||||||||||||||
Segment and Geographic Information | ||||||||||||||||
We have three operating segments: Wholesale – North America; Wholesale – Europe; and Self Service. Our operations in North America, which include our Wholesale – North America and Self Service 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, which includes Sator, is presented as a separate reportable segment. 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, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue | ||||||||||||||||
North America | $ | 928,307 | $ | 835,324 | $ | 2,865,613 | $ | 2,547,743 | ||||||||
Europe | 369,787 | 181,383 | 880,226 | 507,272 | ||||||||||||
Total revenue | $ | 1,298,094 | $ | 1,016,707 | $ | 3,745,839 | $ | 3,055,015 | ||||||||
EBITDA | ||||||||||||||||
North America | $ | 108,314 | $ | 89,265 | $ | 362,281 | $ | 331,140 | ||||||||
Europe | 38,088 | 20,079 | 95,920 | 55,669 | ||||||||||||
Total EBITDA | $ | 146,402 | $ | 109,344 | $ | 458,201 | $ | 386,809 | ||||||||
Depreciation and Amortization | ||||||||||||||||
North America | $ | 16,417 | $ | 14,830 | $ | 48,555 | $ | 43,603 | ||||||||
Europe | 5,740 | 3,298 | 13,313 | 7,971 | ||||||||||||
Total depreciation and amortization | $ | 22,157 | $ | 18,128 | $ | 61,868 | $ | 51,574 | ||||||||
EBITDA for our North American segment included gains of $0.5 million and $17.2 million during the three and nine months ended September 30, 2012 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 $0.8 million and $2.1 million during the three months ended September 30, 2013 and 2012, respectively, from the change in fair value of contingent consideration liabilities, primarily related to our 2011 ECP acquisition. During the nine month periods ended September 30, 2013 and 2012, our European segment recognized losses of $2.7 million and $1.9 million, respectively, related to the remeasurement of these contingent consideration liabilities. See Note 6, "Fair Value Measurements" for further information on our contingent consideration liabilities. For the three and nine months ended September 30, 2013, EBITDA for our European segment also included restructuring and acquisition related expenses of $1.6 million and $5.3 million, respectively, primarily related to our acquisitions of Sator and five automotive paint distribution businesses in the U.K. | ||||||||||||||||
The table below provides a reconciliation from EBITDA to Net Income (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
EBITDA | $ | 146,402 | $ | 109,344 | $ | 458,201 | $ | 386,809 | ||||||||
Depreciation and amortization | 22,157 | 18,128 | 61,868 | 51,574 | ||||||||||||
Interest expense, net | 15,200 | 7,964 | 36,287 | 22,687 | ||||||||||||
Loss on debt extinguishment | — | — | 2,795 | — | ||||||||||||
Provision for income taxes | 35,600 | 29,204 | 123,492 | 113,511 | ||||||||||||
Net income | $ | 73,445 | $ | 54,048 | $ | 233,759 | $ | 199,037 | ||||||||
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 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, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Capital Expenditures | ||||||||||||||||
North America | $ | 14,960 | $ | 15,015 | $ | 48,662 | $ | 49,521 | ||||||||
Europe | 6,015 | 4,006 | 12,464 | 11,115 | ||||||||||||
$ | 20,975 | $ | 19,021 | $ | 61,126 | $ | 60,636 | |||||||||
The following table presents assets by reportable segment (in thousands): | ||||||||||||||||
September 30, | December 31, | |||||||||||||||
2013 | 2012 | |||||||||||||||
Receivables, net | ||||||||||||||||
North America | $ | 260,413 | $ | 241,627 | ||||||||||||
Europe | 178,387 | 70,181 | ||||||||||||||
Total receivables, net | 438,800 | 311,808 | ||||||||||||||
Inventory | ||||||||||||||||
North America | 725,213 | 750,565 | ||||||||||||||
Europe | 292,956 | 150,238 | ||||||||||||||
Total inventory | 1,018,169 | 900,803 | ||||||||||||||
Property and Equipment, net | ||||||||||||||||
North America | 441,940 | 434,010 | ||||||||||||||
Europe | 89,957 | 60,369 | ||||||||||||||
Total property and equipment, net | 531,897 | 494,379 | ||||||||||||||
Other unallocated assets | 2,372,193 | 2,016,466 | ||||||||||||||
Total assets | $ | 4,361,059 | $ | 3,723,456 | ||||||||||||
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 are located in the U.K., the Netherlands, Belgium and France. Our operations in other countries include recycled and aftermarket operations in Canada, engine remanufacturing and bumper refurbishing operations in Mexico, an aftermarket parts freight consolidation warehouse in Taiwan, and other alternative parts operations in Guatemala and Costa Rica. Our revenue is attributed to geographic area based on the location of the selling operation. | ||||||||||||||||
The following table sets forth our revenue by geographic area (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue | ||||||||||||||||
United States | $ | 868,052 | $ | 784,270 | $ | 2,672,545 | $ | 2,394,581 | ||||||||
United Kingdom | 266,384 | 181,383 | 708,089 | 507,272 | ||||||||||||
Other countries | 163,658 | 51,054 | 365,205 | 153,162 | ||||||||||||
$ | 1,298,094 | $ | 1,016,707 | $ | 3,745,839 | $ | 3,055,015 | |||||||||
The following table sets forth our tangible long-lived assets by geographic area (in thousands): | ||||||||||||||||
September 30, | December 31, | |||||||||||||||
2013 | 2012 | |||||||||||||||
Long-lived Assets | ||||||||||||||||
United States | $ | 411,957 | $ | 408,244 | ||||||||||||
United Kingdom | 69,309 | 60,369 | ||||||||||||||
Other countries | 50,631 | 25,766 | ||||||||||||||
$ | 531,897 | $ | 494,379 | |||||||||||||
The following table sets forth our revenue by product category (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Aftermarket, other new and refurbished products | $ | 793,925 | $ | 562,750 | $ | 2,199,009 | $ | 1,676,006 | ||||||||
Recycled, remanufactured and related products and services | 349,411 | 317,877 | 1,060,681 | 967,250 | ||||||||||||
Other | 154,758 | 136,080 | 486,149 | 411,759 | ||||||||||||
$ | 1,298,094 | $ | 1,016,707 | $ | 3,745,839 | $ | 3,055,015 | |||||||||
Our North American reportable segment generates revenue from all of our product categories, while our European segment generates revenue primarily 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. |
Financial_Statement_Informatio1
Financial Statement Information (Policies) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||||||||||
Revenue Recognition | ' | |||||||||||||||||||||||
Revenue Recognition | ||||||||||||||||||||||||
The majority of our revenue is derived from the sale of vehicle parts. Revenue is recognized when the products are shipped, delivered to 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 $30.5 million and $24.7 million at September 30, 2013 and December 31, 2012, 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. We recognize revenue from the sale of scrap, cores and other metals when title has transferred, which typically occurs upon delivery to the customer. | ||||||||||||||||||||||||
Intangibles | ' | |||||||||||||||||||||||
Intangible Assets | ||||||||||||||||||||||||
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 by reportable segment during the nine months ended September 30, 2013 is as follows (in thousands): | ||||||||||||||||||||||||
North America | Europe | Total | ||||||||||||||||||||||
Balance as of January 1, 2013 | $ | 1,339,831 | $ | 350,453 | $ | 1,690,284 | ||||||||||||||||||
Business acquisitions and adjustments to previously recorded goodwill | 17,623 | 209,638 | 227,261 | |||||||||||||||||||||
Exchange rate effects | (4,407 | ) | 7,778 | 3,371 | ||||||||||||||||||||
Balance as of September 30, 2013 | $ | 1,353,047 | $ | 567,869 | $ | 1,920,916 | ||||||||||||||||||
The components of other intangibles are as follows (in thousands): | ||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | |||||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||
Trade names and trademarks | $ | 144,254 | $ | (26,167 | ) | $ | 118,087 | $ | 118,422 | $ | (21,599 | ) | $ | 96,823 | ||||||||||
Customer relationships | 45,252 | (10,616 | ) | 34,636 | 14,426 | (6,642 | ) | 7,784 | ||||||||||||||||
Covenants not to compete | 3,822 | (2,116 | ) | 1,706 | 3,654 | (1,546 | ) | 2,108 | ||||||||||||||||
$ | 193,328 | $ | (38,899 | ) | $ | 154,429 | $ | 136,502 | $ | (29,787 | ) | $ | 106,715 | |||||||||||
During the nine months ended September 30, 2013, we recorded $24.7 million of trade names and $25.3 million of customer relationships for our acquisition of Sator Beheer B.V. ("Sator") as discussed in Note 9, "Business Combinations." 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 15 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 $9.0 million and $7.1 million during the nine month periods ended September 30, 2013 and 2012, respectively. Estimated amortization expense for each of the five years in the period ending December 31, 2017 is $13.0 million, $14.2 million, $12.8 million, $11.4 million and $10.5 million, respectively. | ||||||||||||||||||||||||
Investment in Unconsolidated Subsidiary | ' | |||||||||||||||||||||||
Investment in Unconsolidated Subsidiary | ||||||||||||||||||||||||
In August 2013, we entered into an agreement with Suncorp Group, a leading general insurance group in Australia and New Zealand, to develop an alternative vehicle replacement parts business in those countries. We hold a 49% equity interest in the entity and will contribute our experience to help establish automotive parts recycling operations and to facilitate the procurement of aftermarket parts; Suncorp Group holds a 51% equity interest and will supply salvage vehicles to the venture as well as assist in establishing relationships with repair shops as customers. We are accounting for our interest in this subsidiary using the equity method of accounting, as our investment gives us the ability to exercise significant influence, but not control, over the investee. The total of our investment in the equity-method investee is included within Other Assets on our Unaudited Consolidated Condensed Balance Sheets. As of September 30, 2013, the carrying value of our investment in this unconsolidated subsidiary was $9.3 million. Our equity in the net earnings of the investee for the three months ended September 30, 2013 was not material. | ||||||||||||||||||||||||
Depreciation Expense | ' | |||||||||||||||||||||||
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. | ||||||||||||||||||||||||
Product Warranties | ' | |||||||||||||||||||||||
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 also provide a limited lifetime warranty for certain of our aftermarket products. 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, 2013 were as follows (in thousands): | ||||||||||||||||||||||||
Balance as of January 1, 2013 | $ | 10,574 | ||||||||||||||||||||||
Warranty expense | 22,652 | |||||||||||||||||||||||
Warranty claims | (21,109 | ) | ||||||||||||||||||||||
Balance as of September 30, 2013 | $ | 12,117 | ||||||||||||||||||||||
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 | ' | |||||||||||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||||||||||||
Effective January 1, 2013, we adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." This update requires disclosure of amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. The update does not change the items reported in other comprehensive income or when an item of other comprehensive income is reclassified to net income. As this guidance only revises the presentation and disclosures related to the reclassification of items out of accumulated other comprehensive income, the adoption of this guidance did not affect our financial position, results of operations or cash flows. See Note 12, "Accumulated Other Comprehensive Income" for the additional required disclosures. |
Financial_Statement_Informatio2
Financial Statement Information (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||||||||||
Schedule Of Inventory | ' | |||||||||||||||||||||||
Inventory consists of the following (in thousands): | ||||||||||||||||||||||||
September 30, | December 31, | |||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||
Aftermarket and refurbished products | $ | 649,768 | $ | 523,677 | ||||||||||||||||||||
Salvage and remanufactured products | 368,401 | 377,126 | ||||||||||||||||||||||
$ | 1,018,169 | $ | 900,803 | |||||||||||||||||||||
Changes In Carrying Amount Of Goodwill | ' | |||||||||||||||||||||||
The change in the carrying amount of goodwill by reportable segment during the nine months ended September 30, 2013 is as follows (in thousands): | ||||||||||||||||||||||||
North America | Europe | Total | ||||||||||||||||||||||
Balance as of January 1, 2013 | $ | 1,339,831 | $ | 350,453 | $ | 1,690,284 | ||||||||||||||||||
Business acquisitions and adjustments to previously recorded goodwill | 17,623 | 209,638 | 227,261 | |||||||||||||||||||||
Exchange rate effects | (4,407 | ) | 7,778 | 3,371 | ||||||||||||||||||||
Balance as of September 30, 2013 | $ | 1,353,047 | $ | 567,869 | $ | 1,920,916 | ||||||||||||||||||
Components Of Other Intangibles | ' | |||||||||||||||||||||||
The components of other intangibles are as follows (in thousands): | ||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | |||||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||
Trade names and trademarks | $ | 144,254 | $ | (26,167 | ) | $ | 118,087 | $ | 118,422 | $ | (21,599 | ) | $ | 96,823 | ||||||||||
Customer relationships | 45,252 | (10,616 | ) | 34,636 | 14,426 | (6,642 | ) | 7,784 | ||||||||||||||||
Covenants not to compete | 3,822 | (2,116 | ) | 1,706 | 3,654 | (1,546 | ) | 2,108 | ||||||||||||||||
$ | 193,328 | $ | (38,899 | ) | $ | 154,429 | $ | 136,502 | $ | (29,787 | ) | $ | 106,715 | |||||||||||
Changes In Warranty Reserve | ' | |||||||||||||||||||||||
The changes in the warranty reserve during the nine month period ended September 30, 2013 were as follows (in thousands): | ||||||||||||||||||||||||
Balance as of January 1, 2013 | $ | 10,574 | ||||||||||||||||||||||
Warranty expense | 22,652 | |||||||||||||||||||||||
Warranty claims | (21,109 | ) | ||||||||||||||||||||||
Balance as of September 30, 2013 | $ | 12,117 | ||||||||||||||||||||||
Equity_Incentive_Plans_Tables
Equity Incentive Plans (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||||||||||
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, 2013 is as follows: | ||||||||||||||||||||||||
Shares | RSUs | Stock Options | Restricted Stock | |||||||||||||||||||||
Available For | ||||||||||||||||||||||||
Grant | Number | Weighted- | Number | Weighted- | Number | Weighted- | ||||||||||||||||||
Outstanding | Average | Outstanding | Average | Outstanding | Average | |||||||||||||||||||
Grant Date | Exercise | Grant Date | ||||||||||||||||||||||
Fair Value | Price | Fair Value | ||||||||||||||||||||||
Balance, January 1, 2013 | 14,643,932 | 2,351,362 | $ | 14.02 | 9,355,070 | $ | 6.9 | 116,000 | $ | 9.47 | ||||||||||||||
Granted | (924,312 | ) | 924,312 | 22.18 | — | — | — | — | ||||||||||||||||
Exercised | — | — | — | (2,143,544 | ) | 6.37 | — | — | ||||||||||||||||
Vested | — | (593,671 | ) | 15.04 | — | — | (86,000 | ) | 9.54 | |||||||||||||||
Canceled | 177,174 | (97,254 | ) | 16.14 | (79,920 | ) | 8.8 | — | — | |||||||||||||||
Balance, September 30, 2013 | 13,896,794 | 2,584,749 | $ | 16.63 | 7,131,606 | $ | 7.04 | 30,000 | $ | 9.3 | ||||||||||||||
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, | |||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||
RSUs | $ | 4,559 | $ | 2,048 | $ | 12,674 | $ | 6,131 | ||||||||||||||||
Stock options | 1,124 | 1,720 | 3,457 | 5,162 | ||||||||||||||||||||
Restricted stock | 47 | 230 | 161 | 683 | ||||||||||||||||||||
Total stock-based compensation expense | $ | 5,730 | $ | 3,998 | $ | 16,292 | $ | 11,976 | ||||||||||||||||
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 our Unaudited Consolidated Condensed Statements of Income (in thousands): | ||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||
Cost of goods sold | $ | 98 | $ | 99 | $ | 294 | $ | 298 | ||||||||||||||||
Facility and warehouse expenses | 687 | 648 | 2,058 | 1,951 | ||||||||||||||||||||
Selling, general and administrative expenses | 4,945 | 3,251 | 13,940 | 9,727 | ||||||||||||||||||||
5,730 | 3,998 | 16,292 | 11,976 | |||||||||||||||||||||
Income tax benefit | (2,235 | ) | (1,559 | ) | (6,354 | ) | (4,671 | ) | ||||||||||||||||
Total stock-based compensation expense, net of tax | $ | 3,495 | $ | 2,439 | $ | 9,938 | $ | 7,305 | ||||||||||||||||
Schedule Of Stock-Based Compensation Expense Expected To Be Recognized | ' | |||||||||||||||||||||||
As of September 30, 2013, unrecognized compensation expense related to unvested RSUs, stock options and restricted stock is expected to be recognized as follows (in thousands): | ||||||||||||||||||||||||
RSUs | Stock | Restricted | Total | |||||||||||||||||||||
Options | Stock | |||||||||||||||||||||||
Remainder of 2013 | $ | 4,459 | $ | 1,123 | $ | 47 | $ | 5,629 | ||||||||||||||||
2014 | 12,829 | 3,007 | 139 | 15,975 | ||||||||||||||||||||
2015 | 9,421 | 75 | — | 9,496 | ||||||||||||||||||||
2016 | 5,673 | — | — | 5,673 | ||||||||||||||||||||
2017 | 2,575 | — | — | 2,575 | ||||||||||||||||||||
2018 | 96 | — | — | 96 | ||||||||||||||||||||
Total unrecognized compensation expense | $ | 35,053 | $ | 4,205 | $ | 186 | $ | 39,444 | ||||||||||||||||
LongTerm_Obligations_Tables
Long-Term Obligations (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule Of Long-Term Obligations | ' | |||||||
Long-Term Obligations consist of the following (in thousands): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Senior secured credit agreement: | ||||||||
Term loans payable | $ | 444,375 | $ | 420,625 | ||||
Revolving credit facility | 199,831 | 553,964 | ||||||
Senior notes | 600,000 | — | ||||||
Receivables securitization facility | 10,000 | 80,000 | ||||||
Notes payable through October 2018 at weighted average interest rates of 1.8% and 1.7%, respectively | 38,941 | 42,398 | ||||||
Other long-term debt at weighted average interest rates of 3.5% and 3.3%, respectively | 18,908 | 21,491 | ||||||
1,312,055 | 1,118,478 | |||||||
Less current maturities | (61,123 | ) | (71,716 | ) | ||||
$ | 1,250,932 | $ | 1,046,762 | |||||
Derivative_Instruments_and_Hed1
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Schedule of Derivative Instruments | ' | ||||||||||||||||||||||||||||
The following table summarizes the notional amounts and fair values of our designated cash flow hedges as of September 30, 2013 and December 31, 2012 (in thousands): | |||||||||||||||||||||||||||||
Notional Amount | Fair Value at September 30, 2013 (USD) | Fair Value at December 31, 2012 (USD) | |||||||||||||||||||||||||||
30-Sep-13 | 31-Dec-12 | Other Assets | Other Accrued Expenses | Other Noncurrent Liabilities | Other Accrued Expenses | Other Noncurrent Liabilities | |||||||||||||||||||||||
Interest rate swap agreements | |||||||||||||||||||||||||||||
USD denominated | $ | 420,000 | $ | 520,000 | $ | — | $ | — | $ | 8,631 | $ | 705 | $ | 12,791 | |||||||||||||||
GBP denominated | £ | 50,000 | £ | 50,000 | — | — | 937 | — | 2,135 | ||||||||||||||||||||
CAD denominated | C$ | 25,000 | C$ | 25,000 | 52 | — | — | — | 12 | ||||||||||||||||||||
Foreign currency forward contracts | |||||||||||||||||||||||||||||
EUR denominated | € | 149,976 | — | — | 7,964 | — | — | — | |||||||||||||||||||||
GBP denominated | £ | 70,000 | — | — | 7,439 | — | — | — | |||||||||||||||||||||
Total cash flow hedges | $ | 52 | $ | 15,403 | $ | 9,568 | $ | 705 | $ | 14,938 | |||||||||||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
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, 2013 and December 31, 2012 (in thousands): | ||||||||||||||||
Balance as of September 30, 2013 | Fair Value Measurements as of September 30, 2013 | |||||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | ||||||||||||||||
Cash surrender value of life insurance | $ | 23,847 | $ | — | $ | 23,847 | $ | — | ||||||||
Interest rate swaps | 52 | 52 | ||||||||||||||
Total Assets | $ | 23,899 | $ | — | $ | 23,899 | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Contingent consideration liabilities | $ | 54,485 | $ | — | $ | — | $ | 54,485 | ||||||||
Deferred compensation liabilities | 23,572 | — | 23,572 | — | ||||||||||||
Foreign currency forward contracts | 15,403 | — | 15,403 | — | ||||||||||||
Interest rate swaps | 9,606 | — | 9,606 | — | ||||||||||||
Total Liabilities | $ | 103,066 | $ | — | $ | 48,581 | $ | 54,485 | ||||||||
Balance as of December 31, 2012 | Fair Value Measurements as of December 31, 2012 | |||||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | ||||||||||||||||
Cash surrender value of life insurance | $ | 19,492 | $ | — | $ | 19,492 | $ | — | ||||||||
Total Assets | $ | 19,492 | $ | — | $ | 19,492 | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Contingent consideration liabilities | $ | 90,009 | $ | — | $ | — | $ | 90,009 | ||||||||
Deferred compensation liabilities | 19,843 | — | 19,843 | — | ||||||||||||
Interest rate swaps | 15,643 | — | 15,643 | — | ||||||||||||
Total Liabilities | $ | 125,495 | $ | — | $ | 35,486 | $ | 90,009 | ||||||||
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, 2013 Weighted Average | December 31, 2012 Weighted Average | ||||||||||||||
Probability of achieving payout targets | 71.7 | % | 79.7 | % | ||||||||||||
Discount rate | 6.5 | % | 6.6 | % | ||||||||||||
Changes In Fair Value Of Contingent Consideration Obligations | ' | |||||||||||||||
Changes in the fair value of our contingent consideration liabilities for the three and nine months ended September 30, 2013 and 2012 were as follows (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Beginning balance | $ | 49,473 | $ | 88,037 | $ | 90,009 | $ | 82,382 | ||||||||
Contingent consideration liabilities recorded for business acquisitions | 1,204 | — | 3,854 | 5,540 | ||||||||||||
Payments | — | — | (38,349 | ) | (600 | ) | ||||||||||
Loss included in earnings | 712 | 1,892 | 1,765 | 1,787 | ||||||||||||
Exchange rate effects | 3,096 | 2,353 | (2,794 | ) | 3,173 | |||||||||||
Ending balance | $ | 54,485 | $ | 92,282 | $ | 54,485 | $ | 92,282 | ||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Future Minimum Lease Commitments | ' | |||
The future minimum lease commitments under these leases at September 30, 2013 are as follows (in thousands): | ||||
Three months ending December 31, 2013 | $ | 28,271 | ||
Years ending December 31: | ||||
2014 | 106,631 | |||
2015 | 94,988 | |||
2016 | 76,776 | |||
2017 | 60,730 | |||
2018 | 47,713 | |||
Thereafter | 145,446 | |||
Future Minimum Lease Payments | $ | 560,555 | ||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
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, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net income | $ | 73,445 | $ | 54,048 | $ | 233,759 | $ | 199,037 | ||||||||
Denominator for basic earnings per share—weighted average shares outstanding | 300,223 | 296,437 | 299,213 | 295,338 | ||||||||||||
Effect of dilutive securities: | ||||||||||||||||
RSUs | 883 | 430 | 775 | 436 | ||||||||||||
Stock options | 3,564 | 4,241 | 3,765 | 4,398 | ||||||||||||
Restricted stock | 15 | 64 | 18 | 54 | ||||||||||||
Denominator for diluted earnings per share—Adjusted weighted average shares outstanding | 304,685 | 301,172 | 303,771 | 300,226 | ||||||||||||
Earnings per share, basic | $ | 0.24 | $ | 0.18 | $ | 0.78 | $ | 0.67 | ||||||||
Earnings per share, diluted | $ | 0.24 | $ | 0.18 | $ | 0.77 | $ | 0.66 | ||||||||
Business_Combinations_Tables
Business Combinations (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Purchase Price Allocations For Acquisitions | ' | |||||||||||||||
The preliminary purchase price allocations for the acquisitions completed during the nine months ended September 30, 2013 and the year ended December 31, 2012 are as follows (in thousands): | ||||||||||||||||
Nine Months Ended September 30, 2013 | Year Ended | |||||||||||||||
Sator | Other Acquisitions | Total | 31-Dec-12 | |||||||||||||
Receivables | $ | 61,639 | $ | 38,329 | $ | 99,968 | $ | 15,473 | ||||||||
Receivable reserves | (8,563 | ) | (3,023 | ) | (11,586 | ) | (1,459 | ) | ||||||||
Inventory | 71,784 | 24,119 | 95,903 | 62,305 | ||||||||||||
Prepaid expenses and other current assets | 7,184 | 2,027 | 9,211 | 201 | ||||||||||||
Property and equipment | 19,484 | 12,517 | 32,001 | 31,930 | ||||||||||||
Goodwill | 139,158 | 88,103 | 227,261 | 201,742 | ||||||||||||
Other intangibles | 49,978 | 4,868 | 54,846 | 655 | ||||||||||||
Other assets | 2,049 | 1,232 | 3,281 | 187 | ||||||||||||
Deferred income taxes | (15,222 | ) | 49 | (15,173 | ) | 428 | ||||||||||
Current liabilities assumed | (49,593 | ) | (34,438 | ) | (84,031 | ) | (22,910 | ) | ||||||||
Debt assumed | — | (664 | ) | (664 | ) | (3,989 | ) | |||||||||
Other noncurrent liabilities assumed | (5,074 | ) | — | (5,074 | ) | — | ||||||||||
Contingent consideration liabilities | — | (3,854 | ) | (3,854 | ) | (5,456 | ) | |||||||||
Other purchase price obligations | — | (86 | ) | (86 | ) | (1,647 | ) | |||||||||
Notes issued | — | (6,782 | ) | (6,782 | ) | (15,990 | ) | |||||||||
Cash used in acquisitions, net of cash acquired | $ | 272,824 | $ | 122,397 | $ | 395,221 | $ | 261,470 | ||||||||
Pro Forma Effect Of Businesses Acquired | ' | |||||||||||||||
The following pro forma summary presents the effect of the businesses acquired during the nine months ended September 30, 2013 as though they had been acquired as of January 1, 2012 and the effect of the businesses acquired during the year ended December 31, 2012 as though they had been acquired as of January 1, 2011. 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, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue, as reported | $ | 1,298,094 | $ | 1,016,707 | $ | 3,745,839 | $ | 3,055,015 | ||||||||
Revenue of purchased businesses for the period prior to acquisition: | ||||||||||||||||
Sator | — | 89,991 | 126,309 | 276,656 | ||||||||||||
Other acquisitions | 13,344 | 93,311 | 113,011 | 349,180 | ||||||||||||
Pro forma revenue | $ | 1,311,438 | $ | 1,200,009 | $ | 3,985,159 | $ | 3,680,851 | ||||||||
Net income, as reported | $ | 73,445 | $ | 54,048 | $ | 233,759 | $ | 199,037 | ||||||||
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments: | ||||||||||||||||
Sator | — | 1,465 | 5,345 | 4,742 | ||||||||||||
Other acquisitions | 1,791 | 4,396 | 7,812 | 18,822 | ||||||||||||
Pro forma net income | $ | 75,236 | $ | 59,909 | $ | 246,916 | $ | 222,601 | ||||||||
Earnings per share-basic, as reported | $ | 0.24 | $ | 0.18 | $ | 0.78 | $ | 0.67 | ||||||||
Effect of purchased businesses for the period prior to acquisition: | ||||||||||||||||
Sator | — | 0 | 0.02 | 0.02 | ||||||||||||
Other acquisitions | 0.01 | 0.01 | 0.03 | 0.06 | ||||||||||||
Pro forma earnings per share-basic (a) | $ | 0.25 | $ | 0.2 | $ | 0.83 | $ | 0.75 | ||||||||
Earnings per share-diluted, as reported | $ | 0.24 | $ | 0.18 | $ | 0.77 | $ | 0.66 | ||||||||
Effect of purchased businesses for the period prior to acquisition: | ||||||||||||||||
Sator | — | 0 | 0.02 | 0.02 | ||||||||||||
Other acquisitions | 0.01 | 0.01 | 0.03 | 0.06 | ||||||||||||
Pro forma earnings per share-diluted (a) | $ | 0.25 | $ | 0.2 | $ | 0.81 | $ | 0.74 | ||||||||
(a) The sum of the individual earnings per share amounts may not equal the total due to rounding. |
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income Accumulated Other Comprehensive Income (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||||||
Schedule of Accumulated Other Comprehensive Income | ' | ||||||||||||||||||||||||
Changes in Accumulated Other Comprehensive Income were as follows (in thousands): | |||||||||||||||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||||||||||||||
30-Sep-13 | 30-Sep-12 | ||||||||||||||||||||||||
Foreign | Unrealized (Loss) | Accumulated | Foreign | Unrealized (Loss) | Accumulated | ||||||||||||||||||||
Currency Translation | Gain | Other | Currency | Gain | Other | ||||||||||||||||||||
on Cash Flow Hedges | Comprehensive | Translation | on Cash Flow Hedges | Comprehensive | |||||||||||||||||||||
Income (Loss) | Income (Loss) | ||||||||||||||||||||||||
Beginning balance | $ | (11,334 | ) | $ | (6,730 | ) | $ | (18,064 | ) | $ | 265 | $ | (9,881 | ) | $ | (9,616 | ) | ||||||||
Pretax income (loss) | 28,514 | (15,315 | ) | 13,199 | 10,182 | (3,557 | ) | 6,625 | |||||||||||||||||
Income tax effect | — | 5,647 | 5,647 | — | 1,259 | 1,259 | |||||||||||||||||||
Reclassification of unrealized loss | — | 15,956 | 15,956 | — | 1,641 | 1,641 | |||||||||||||||||||
Reclassification of deferred income taxes | — | (5,849 | ) | (5,849 | ) | — | (585 | ) | (585 | ) | |||||||||||||||
Hedge ineffectiveness | — | 293 | 293 | — | — | — | |||||||||||||||||||
Income tax effect | — | (107 | ) | (107 | ) | — | — | — | |||||||||||||||||
Ending balance | $ | 17,180 | $ | (6,105 | ) | $ | 11,075 | $ | 10,447 | $ | (11,123 | ) | $ | (676 | ) | ||||||||||
Nine Months Ended | Nine Months Ended | ||||||||||||||||||||||||
30-Sep-13 | 30-Sep-12 | ||||||||||||||||||||||||
Foreign | Unrealized (Loss) | Accumulated | Foreign | Unrealized (Loss) | Accumulated | ||||||||||||||||||||
Currency | Gain | Other | Currency | Gain | Other | ||||||||||||||||||||
Translation | on Cash Flow Hedges | Comprehensive | Translation | on Cash Flow Hedges | Comprehensive | ||||||||||||||||||||
Income (Loss) | Income (Loss) | ||||||||||||||||||||||||
Beginning balance | $ | 10,850 | $ | (10,091 | ) | $ | 759 | $ | (2,071 | ) | $ | (6,890 | ) | $ | (8,961 | ) | |||||||||
Pretax income (loss) | 6,330 | (14,170 | ) | (7,840 | ) | 12,518 | (11,266 | ) | 1,252 | ||||||||||||||||
Income tax effect | — | 5,305 | 5,305 | — | 3,981 | 3,981 | |||||||||||||||||||
Reclassification of unrealized loss | — | 19,771 | 19,771 | — | 4,753 | 4,753 | |||||||||||||||||||
Reclassification of deferred income taxes | — | (7,211 | ) | (7,211 | ) | — | (1,701 | ) | (1,701 | ) | |||||||||||||||
Hedge ineffectiveness | — | 460 | 460 | — | — | — | |||||||||||||||||||
Income tax effect | — | (169 | ) | (169 | ) | — | — | — | |||||||||||||||||
Ending balance | $ | 17,180 | $ | (6,105 | ) | $ | 11,075 | $ | 10,447 | $ | (11,123 | ) | $ | (676 | ) | ||||||||||
Segment_and_Geographic_Informa1
Segment and Geographic Information (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
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, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue | ||||||||||||||||
North America | $ | 928,307 | $ | 835,324 | $ | 2,865,613 | $ | 2,547,743 | ||||||||
Europe | 369,787 | 181,383 | 880,226 | 507,272 | ||||||||||||
Total revenue | $ | 1,298,094 | $ | 1,016,707 | $ | 3,745,839 | $ | 3,055,015 | ||||||||
EBITDA | ||||||||||||||||
North America | $ | 108,314 | $ | 89,265 | $ | 362,281 | $ | 331,140 | ||||||||
Europe | 38,088 | 20,079 | 95,920 | 55,669 | ||||||||||||
Total EBITDA | $ | 146,402 | $ | 109,344 | $ | 458,201 | $ | 386,809 | ||||||||
Depreciation and Amortization | ||||||||||||||||
North America | $ | 16,417 | $ | 14,830 | $ | 48,555 | $ | 43,603 | ||||||||
Europe | 5,740 | 3,298 | 13,313 | 7,971 | ||||||||||||
Total depreciation and amortization | $ | 22,157 | $ | 18,128 | $ | 61,868 | $ | 51,574 | ||||||||
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, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
EBITDA | $ | 146,402 | $ | 109,344 | $ | 458,201 | $ | 386,809 | ||||||||
Depreciation and amortization | 22,157 | 18,128 | 61,868 | 51,574 | ||||||||||||
Interest expense, net | 15,200 | 7,964 | 36,287 | 22,687 | ||||||||||||
Loss on debt extinguishment | — | — | 2,795 | — | ||||||||||||
Provision for income taxes | 35,600 | 29,204 | 123,492 | 113,511 | ||||||||||||
Net income | $ | 73,445 | $ | 54,048 | $ | 233,759 | $ | 199,037 | ||||||||
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, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Capital Expenditures | ||||||||||||||||
North America | $ | 14,960 | $ | 15,015 | $ | 48,662 | $ | 49,521 | ||||||||
Europe | 6,015 | 4,006 | 12,464 | 11,115 | ||||||||||||
$ | 20,975 | $ | 19,021 | $ | 61,126 | $ | 60,636 | |||||||||
Schedule Of Assets By Reportable Segment | ' | |||||||||||||||
The following table presents assets by reportable segment (in thousands): | ||||||||||||||||
September 30, | December 31, | |||||||||||||||
2013 | 2012 | |||||||||||||||
Receivables, net | ||||||||||||||||
North America | $ | 260,413 | $ | 241,627 | ||||||||||||
Europe | 178,387 | 70,181 | ||||||||||||||
Total receivables, net | 438,800 | 311,808 | ||||||||||||||
Inventory | ||||||||||||||||
North America | 725,213 | 750,565 | ||||||||||||||
Europe | 292,956 | 150,238 | ||||||||||||||
Total inventory | 1,018,169 | 900,803 | ||||||||||||||
Property and Equipment, net | ||||||||||||||||
North America | 441,940 | 434,010 | ||||||||||||||
Europe | 89,957 | 60,369 | ||||||||||||||
Total property and equipment, net | 531,897 | 494,379 | ||||||||||||||
Other unallocated assets | 2,372,193 | 2,016,466 | ||||||||||||||
Total assets | $ | 4,361,059 | $ | 3,723,456 | ||||||||||||
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, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue | ||||||||||||||||
United States | $ | 868,052 | $ | 784,270 | $ | 2,672,545 | $ | 2,394,581 | ||||||||
United Kingdom | 266,384 | 181,383 | 708,089 | 507,272 | ||||||||||||
Other countries | 163,658 | 51,054 | 365,205 | 153,162 | ||||||||||||
$ | 1,298,094 | $ | 1,016,707 | $ | 3,745,839 | $ | 3,055,015 | |||||||||
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, | December 31, | |||||||||||||||
2013 | 2012 | |||||||||||||||
Long-lived Assets | ||||||||||||||||
United States | $ | 411,957 | $ | 408,244 | ||||||||||||
United Kingdom | 69,309 | 60,369 | ||||||||||||||
Other countries | 50,631 | 25,766 | ||||||||||||||
$ | 531,897 | $ | 494,379 | |||||||||||||
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, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Aftermarket, other new and refurbished products | $ | 793,925 | $ | 562,750 | $ | 2,199,009 | $ | 1,676,006 | ||||||||
Recycled, remanufactured and related products and services | 349,411 | 317,877 | 1,060,681 | 967,250 | ||||||||||||
Other | 154,758 | 136,080 | 486,149 | 411,759 | ||||||||||||
$ | 1,298,094 | $ | 1,016,707 | $ | 3,745,839 | $ | 3,055,015 | |||||||||
Interim_Financial_Statements_I
Interim Financial Statements Interim Financial Statements - Additional Information (Details) | Sep. 30, 2013 | Dec. 31, 2012 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Common stock, shares authorized | 1,000,000,000 | 500,000,000 |
Financial_Statement_Informatio3
Financial Statement Information - Additional Information (Details) (USD $) | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Finite-Lived Intangible Assets | ' | ' | ' |
Reserve for estimated returns, discounts and allowances | $30,500,000 | ' | $24,700,000 |
Reserve for uncollectible accounts | 14,100,000 | ' | 9,500,000 |
Amortization expense | 9,000,000 | 7,100,000 | ' |
Estimated annual amortization expense, current fiscal year | 13,000,000 | ' | ' |
Estimated annual amortization expense, 2014 | 14,200,000 | ' | ' |
Estimated annual amortization expense, 2015 | 12,800,000 | ' | ' |
Estimated annual amortization expense, 2016 | 11,400,000 | ' | ' |
Estimated annual amortization expense, 2017 | 10,500,000 | ' | ' |
Investment in unconsolidated subsidiary, ownership percentage | 49.00% | ' | ' |
Equity method investment, ownership percentage of other investors | 51.00% | ' | ' |
Investment in unconsolidated subsidiary | 9,300,000 | ' | ' |
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 and trademarks | Minimum | ' | ' | ' |
Finite-Lived Intangible Assets | ' | ' | ' |
Useful life, years | '10 years | ' | ' |
Trade names and trademarks | Maximum | ' | ' | ' |
Finite-Lived Intangible Assets | ' | ' | ' |
Useful life, years | '30 years | ' | ' |
Customer relationships | Minimum | ' | ' | ' |
Finite-Lived Intangible Assets | ' | ' | ' |
Useful life, years | '5 years | ' | ' |
Customer relationships | Maximum | ' | ' | ' |
Finite-Lived Intangible Assets | ' | ' | ' |
Useful life, years | '15 years | ' | ' |
Covenants not to compete | Minimum | ' | ' | ' |
Finite-Lived Intangible Assets | ' | ' | ' |
Useful life, years | '1 year | ' | ' |
Covenants not to compete | Maximum | ' | ' | ' |
Finite-Lived Intangible Assets | ' | ' | ' |
Useful life, years | '5 years | ' | ' |
Sator | ' | ' | ' |
Finite-Lived Intangible Assets | ' | ' | ' |
Intangibles recognized for acquisitons | 49,978,000 | ' | ' |
Sator | Trade names and trademarks | ' | ' | ' |
Finite-Lived Intangible Assets | ' | ' | ' |
Intangibles recognized for acquisitons | 24,700,000 | ' | ' |
Sator | Customer relationships | ' | ' | ' |
Finite-Lived Intangible Assets | ' | ' | ' |
Intangibles recognized for acquisitons | $25,300,000 | ' | ' |
Schedule_of_Inventory_Details
Schedule of Inventory (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Product Information | ' | ' |
Inventory | $1,018,169 | $900,803 |
Aftermarket and refurbished products | ' | ' |
Product Information | ' | ' |
Inventory | 649,768 | 523,677 |
Salvage and remanufactured products | ' | ' |
Product Information | ' | ' |
Inventory | $368,401 | $377,126 |
Changes_in_Carrying_Amount_of_
Changes in Carrying Amount of Goodwill (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Goodwill [Roll Forward] | ' | ' |
Beginning balance | $1,690,284 | ' |
Business acquisitions and adjustments to previously recorded goodwill | 227,261 | 197,600 |
Exchange rate effects | 3,371 | ' |
Ending balance | 1,920,916 | 1,690,284 |
North America | ' | ' |
Goodwill [Roll Forward] | ' | ' |
Beginning balance | 1,339,831 | ' |
Business acquisitions and adjustments to previously recorded goodwill | 17,623 | ' |
Exchange rate effects | -4,407 | ' |
Ending balance | 1,353,047 | ' |
Europe | ' | ' |
Goodwill [Roll Forward] | ' | ' |
Beginning balance | 350,453 | ' |
Business acquisitions and adjustments to previously recorded goodwill | 209,638 | ' |
Exchange rate effects | 7,778 | ' |
Ending balance | $567,869 | ' |
Components_of_Other_Intangible
Components of Other Intangibles (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets | ' | ' |
Gross Carrying Amount | $193,328 | $136,502 |
Accumulated Amortization | -38,899 | -29,787 |
Net | 154,429 | 106,715 |
Trade names and trademarks | ' | ' |
Finite-Lived Intangible Assets | ' | ' |
Gross Carrying Amount | 144,254 | 118,422 |
Accumulated Amortization | -26,167 | -21,599 |
Net | 118,087 | 96,823 |
Customer relationships | ' | ' |
Finite-Lived Intangible Assets | ' | ' |
Gross Carrying Amount | 45,252 | 14,426 |
Accumulated Amortization | -10,616 | -6,642 |
Net | 34,636 | 7,784 |
Covenants not to compete | ' | ' |
Finite-Lived Intangible Assets | ' | ' |
Gross Carrying Amount | 3,822 | 3,654 |
Accumulated Amortization | -2,116 | -1,546 |
Net | $1,706 | $2,108 |
Changes_in_Warranty_Reserve_De
Changes in Warranty Reserve (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Warranty Reserve [Roll Forward] | ' |
Beginning balance | $10,574 |
Warranty expense | 22,652 |
Warranty claims | -21,109 |
Ending balance | $12,117 |
Equity_Incentive_Plans_Additio
Equity Incentive Plans - Additional Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award | ' | ' | ' | ' |
Stock-based compensation expense | $5,730,000 | $3,998,000 | $16,292,000 | $11,976,000 |
Stock compensation expense, remainder of 2013 | 5,629,000 | ' | 5,629,000 | ' |
RSUs | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' | ' | ' | ' |
Number of shares that RSUs convert into on the applicable vesting date | ' | ' | 1 | ' |
Fair value of RSUs vested during the period | ' | ' | 14,300,000 | ' |
Forfeiture rates used for grants to employees | ' | ' | 10.00% | ' |
Forfeiture rates used for grants to non-employee directors and executive officers | ' | ' | 0.00% | ' |
RSUs canceled | ' | ' | 97,254 | ' |
RSUs granted | ' | ' | 924,312 | ' |
Stock-based compensation expense | 4,559,000 | 2,048,000 | 12,674,000 | 6,131,000 |
Stock compensation expense, remainder of 2013 | 4,459,000 | ' | 4,459,000 | ' |
Performance Shares | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' | ' | ' | ' |
Performance period | ' | ' | '5 years | ' |
RSUs granted | ' | ' | 946,800 | ' |
Stock-based compensation expense | 2,300,000 | ' | 6,000,000 | ' |
Stock compensation expense, remainder of 2013 | 2,300,000 | ' | 2,300,000 | ' |
New Performance Shares | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' | ' | ' | ' |
Vesting period | ' | ' | '6 months | ' |
RSUs granted | ' | ' | 275,400 | ' |
Replacement Performance Shares | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' | ' | ' | ' |
Vesting period | ' | ' | '6 months | ' |
RSUs canceled | ' | ' | 671,400 | ' |
RSUs granted | ' | ' | 671,400 | ' |
Stock Options | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' | ' | ' | ' |
Stock options expiration period | ' | ' | '10 years | ' |
Stock-based compensation expense | 1,124,000 | 1,720,000 | 3,457,000 | 5,162,000 |
Stock compensation expense, remainder of 2013 | 1,123,000 | ' | 1,123,000 | ' |
Restricted Stock | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' | ' | ' | ' |
Stock-based compensation expense | 47,000 | 230,000 | 161,000 | 683,000 |
Stock compensation expense, remainder of 2013 | $47,000 | ' | $47,000 | ' |
Maximum | RSUs | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' | ' | ' | ' |
Vesting period | ' | ' | '5 years | ' |
Maximum | Stock Options | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' | ' | ' | ' |
Vesting period | ' | ' | '5 years | ' |
Maximum | Restricted Stock | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' | ' | ' | ' |
Vesting period | ' | ' | '5 years | ' |
Summary_of_Transactions_in_Sto
Summary of Transactions in Stock-Based Compensation Plans (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Shares Available For Grant | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Including Options, Shares Available for Grant [Roll Forward] | ' |
Balance, beginning of period | 14,643,932 |
Granted | -924,312 |
Cancelled | 177,174 |
Balance, end of period | 13,896,794 |
RSUs | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' |
Balance, beginning of period | 2,351,362 |
Granted | 924,312 |
Vested | -593,671 |
Canceled | -97,254 |
Balance, end of period | 2,584,749 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ' |
Balance, weighted average grant date fair value, beginning of period | 14.02 |
Granted, weighted average grant date fair value | 22.18 |
Vested, weighted average grant date fair value | 15.04 |
Cancelled, weighted average grant date fair value | 16.14 |
Balance, weighted average grant date fair value, end of period | 16.63 |
Performance Shares | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' |
Granted | 946,800 |
New Performance Shares | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' |
Granted | 275,400 |
Replacement Performance Shares | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' |
Granted | 671,400 |
Canceled | -671,400 |
Stock Options | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' |
Balance, beginning of period | 9,355,070 |
Exercised | -2,143,544 |
Cancelled | -79,920 |
Balance, end of period | 7,131,606 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ' |
Balance, weighted average exercise price, beginning of period | 6.9 |
Exercised, weighted average exercise price | 6.37 |
Cancelled, weighted average exercise price | 8.8 |
Balance, weighted average exercise price, end of period | 7.04 |
Restricted Stock | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' |
Balance, beginning of period | 116,000 |
Vested | -86,000 |
Balance, end of period | 30,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ' |
Balance, weighted average grant date fair value, beginning of period | 9.47 |
Vested, weighted average grant date fair value | 9.54 |
Balance, weighted average grant date fair value, end of period | 9.3 |
Schedule_of_PreTax_StockBased_
Schedule of Pre-Tax Stock-Based Compensation Expense (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award | ' | ' | ' | ' |
Stock-based compensation expense | $5,730 | $3,998 | $16,292 | $11,976 |
RSUs | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' | ' | ' | ' |
Stock-based compensation expense | 4,559 | 2,048 | 12,674 | 6,131 |
Stock Options | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' | ' | ' | ' |
Stock-based compensation expense | 1,124 | 1,720 | 3,457 | 5,162 |
Restricted Stock | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' | ' | ' | ' |
Stock-based compensation expense | $47 | $230 | $161 | $683 |
Schedule_of_StockBased_Compens
Schedule of Stock-Based Compensation Expense Included in Statements of Income (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ' | ' | ' | ' |
Stock-based compensation expense, before tax | $5,730 | $3,998 | $16,292 | $11,976 |
Income tax benefit | -2,235 | -1,559 | -6,354 | -4,671 |
Total stock-based compensation expense, net of tax | 3,495 | 2,439 | 9,938 | 7,305 |
Cost of goods sold | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ' | ' | ' | ' |
Stock-based compensation expense, before tax | 98 | 99 | 294 | 298 |
Facility and warehouse expenses | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ' | ' | ' | ' |
Stock-based compensation expense, before tax | 687 | 648 | 2,058 | 1,951 |
Selling, general and administrative expenses | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ' | ' | ' | ' |
Stock-based compensation expense, before tax | $4,945 | $3,251 | $13,940 | $9,727 |
Schedule_of_StockBased_Compens1
Schedule of Stock-Based Compensation Expense Expected to be Recognized (Details) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Share-based Compensation Arrangement by Share-based Payment Award | ' |
Remainder of 2013 | $5,629 |
2014 | 15,975 |
2015 | 9,496 |
2016 | 5,673 |
2017 | 2,575 |
2018 | 96 |
Total unrecognized compensation expense | 39,444 |
RSUs | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' |
Remainder of 2013 | 4,459 |
2014 | 12,829 |
2015 | 9,421 |
2016 | 5,673 |
2017 | 2,575 |
2018 | 96 |
Total unrecognized compensation expense | 35,053 |
Stock Options | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' |
Remainder of 2013 | 1,123 |
2014 | 3,007 |
2015 | 75 |
Total unrecognized compensation expense | 4,205 |
Restricted Stock | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' |
Remainder of 2013 | 47 |
2014 | 139 |
Total unrecognized compensation expense | $186 |
LongTerm_Obligations_Additiona
Long-Term Obligations - Additional Information (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | 3-May-13 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2011 | Sep. 30, 2013 | 3-May-13 | Dec. 31, 2012 | Sep. 28, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | 3-May-13 | 3-May-13 | 3-May-13 | 3-May-13 | 9-May-13 |
Notes payable | Notes payable | Credit agreement | Credit agreement | Credit agreement | Credit agreement | Term loans payable | Term loans payable | Term loans payable | Receivables securitization facility | Receivables securitization facility | Receivables securitization facility | Other long-term debt | Other long-term debt | Multicurrency Component | US Dollar Component | Amended Credit Agreement | Original Credit Agreement | 4.75% Senior Notes Due May 2023 | |||
Credit agreement | Credit agreement | Credit agreement | Credit agreement | ||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average interest rate | ' | ' | 1.80% | 1.70% | ' | 3.08% | 2.85% | ' | ' | ' | ' | ' | 1.01% | 1.05% | 3.50% | 3.30% | ' | ' | ' | ' | ' |
Senior Secured Credit Agreement [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments of Financing Costs | ' | ' | ' | ' | $7,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Finance Costs, Noncurrent, Net | ' | ' | ' | ' | 6,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,700,000 |
Extension period of maturity date for credit agreement | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum credit agreement borrowings | ' | ' | ' | ' | 1,800,000,000 | ' | ' | 1,400,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum revolving credit facility borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000,000 | 150,000,000 | ' | ' | ' |
Maximum amount of letters of credit | ' | ' | ' | ' | 150,000,000 | ' | ' | 125,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Bridge loan maximum capacity | ' | ' | ' | ' | 50,000,000 | ' | ' | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum increase of revolving credit facility or term loans | ' | ' | ' | ' | 400,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum senior secured leverage ratio | ' | ' | ' | ' | 2.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Original principal payment percentage in first and second years | ' | ' | ' | ' | 1.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment requirement, duration to reinvest proceeds from sale or disposition of certain assets | ' | ' | ' | ' | '12 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum net leverage ratio | ' | ' | ' | ' | 3.5 | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum consideration for acquisitions during 12 month period to change the maximum net leverage ratio | ' | ' | ' | ' | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum Net Leverage Ratio Subsequent To Acquisitions | ' | ' | ' | ' | 4 | ' | ' | 3.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum interest coverage ratio | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increment change in applicable margin | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increment change in commitment fees | ' | ' | ' | ' | 0.05% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fronting fee on letters of credit in addition to participation commission | ' | ' | ' | ' | 0.13% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current maturities of credit agreement | ' | ' | ' | ' | ' | 22,500,000 | 31,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding letters of credit | ' | ' | ' | ' | ' | 53,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Availability on the revolving credit facility | ' | ' | ' | ' | ' | 1,100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on debt extinguishment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | 1,700,000 | ' |
Senior Notes [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior notes aggregate principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000,000 |
Senior notes interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.75% |
Percent of notes redeemable before May 15, 2016 with net cash proceeds from certain equity offerings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35.00% |
Notes redemption price, percent of principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% |
Period to consummate exchange offer | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '365 days |
Failure to consummate exchange offer, annual interest rate increase | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% |
Failure to consummate exchange offer, for each subsequent default period, additional increase in annual interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% |
Failure to consummate exchange offer, subsequent default period for additional incremental increase in annual interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '90 days |
Failure to consummate exchange offer, maximum additional increase in annual interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% |
Receivables Securitization Facility [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt and capital lease obligations | 1,312,055,000 | 1,118,478,000 | 38,941,000 | 42,398,000 | ' | 644,200,000 | 974,600,000 | ' | 444,375,000 | 450,000,000 | 420,625,000 | ' | 10,000,000 | 80,000,000 | 18,908,000 | 21,491,000 | ' | ' | ' | ' | ' |
Receivables securitization facility term period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Receivables securitization maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Receivables used as collateral for receivables securitization facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $110,300,000 | $116,900,000 | ' | ' | ' | ' | ' | ' | ' |
Margin above LIBOR for receivables secuirtization facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LongTerm_Obligations_Schedule_
Long-Term Obligations Schedule of Long-Term Obligations (Details) (USD $) | 9 Months Ended | ||||||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | 3-May-13 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 |
Term loans payable | Term loans payable | Term loans payable | Revolving credit facility | Revolving credit facility | Senior notes | Senior notes | Receivables securitization facility | Receivables securitization facility | Notes payable | Notes payable | Other long-term debt | Other long-term debt | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Document Period End Date | 30-Sep-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term obligations | $1,312,055 | $1,118,478 | $444,375 | $450,000 | $420,625 | $199,831 | $553,964 | $600,000 | $0 | $10,000 | $80,000 | $38,941 | $42,398 | $18,908 | $21,491 |
Less current maturities | -61,123 | -71,716 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-Term Obligations, Excluding Current Portion | $1,250,932 | $1,046,762 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative_Instruments_and_Hed2
Derivative Instruments and Hedging Activities - Additional Information (Details) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' |
Net loss included in accumulated other comprehensive income (loss) to be reclassified to earnings within 12 months | $3.80 |
Schedule_of_Derivative_Instrum
Schedule of Derivative Instruments (Details) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | USD ($) | USD ($) | Pound Sterling Notional Amount [Member] | Interest rate swap | Interest rate swap | Interest rate swap | Interest rate swap | Interest rate swap | Interest rate swap | Interest rate swap | Interest rate swap | Interest rate swap | Foreign exchange forward | Foreign exchange forward | Foreign exchange forward | Foreign exchange forward |
GBP (£) | US Dollar Notional Amount [Member] | US Dollar Notional Amount [Member] | Pound Sterling Notional Amount [Member] | Pound Sterling Notional Amount [Member] | Pound Sterling Notional Amount [Member] | Canadian Dollar Notional Amount [Member] | Canadian Dollar Notional Amount [Member] | Canadian Dollar Notional Amount [Member] | Canadian Dollar Notional Amount [Member] | Pound Sterling Notional Amount [Member] | Pound Sterling Notional Amount [Member] | Euro Notional Amount [Member] | Euro Notional Amount [Member] | |||
USD ($) | USD ($) | USD ($) | USD ($) | GBP (£) | USD ($) | CAD | USD ($) | CAD | USD ($) | GBP (£) | USD ($) | EUR (€) | ||||
Derivative | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, notional amount | ' | ' | £ 50,000 | $420,000 | $520,000 | ' | ' | £ 50,000 | ' | 25,000 | ' | 25,000 | ' | £ 70,000 | ' | € 149,976 |
Derivative assets, noncurrent | 52 | ' | ' | ' | ' | ' | ' | ' | 52 | ' | ' | ' | ' | ' | ' | ' |
Derivative liabilities, current | 15,403 | 705 | ' | ' | 705 | ' | ' | ' | ' | ' | ' | ' | 7,439 | ' | 7,964 | ' |
Derivative liabilities, noncurrent | $9,568 | $14,938 | ' | $8,631 | $12,791 | $937 | $2,135 | ' | ' | ' | $12 | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2011 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ECP 2012 Contingent Payment | ECP 2012 Contingent Payment | ECP 2012 Contingent Payment | ECP 2013 Contingent Payment Draco Portion | Credit agreement | Credit agreement | Receivables securitization facility | Receivables securitization facility | Senior notes | Senior notes | |
USD ($) | GBP (£) | GBP (£) | GBP (£) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||
Fair Value Measurements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum payment under contingent consideration agreement | ' | ' | ' | ' | ' | ' | ' | £ 25,000,000 | £ 27,000,000 | ' | ' | ' | ' | ' | ' |
Contingent consideration payments | ' | ' | 38,349,000 | 600,000 | ' | 33,900,000 | 22,400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration other settlements | ' | ' | ' | ' | ' | 3,900,000 | 2,600,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Gains (losses) related to contingent consideration outstanding at period-end | 700,000 | 900,000 | 2,800,000 | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt and capital lease obligations | 1,312,055,000 | ' | 1,312,055,000 | ' | 1,118,478,000 | ' | ' | ' | ' | 644,200,000 | 974,600,000 | 10,000,000 | 80,000,000 | 600,000,000 | 0 |
Debt and capital lease obligations, fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $560,000,000 | ' |
Financial_Assets_and_Liabiliti
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) (Fair Value, Measurements, Recurring, USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Fair value assets measured on a recurring basis | $23,899 | $19,492 |
Fair value liabilities measured on a recurring basis | 103,066 | 125,495 |
Level 2 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Fair value assets measured on a recurring basis | 23,899 | 19,492 |
Fair value liabilities measured on a recurring basis | 48,581 | 35,486 |
Level 3 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Fair value liabilities measured on a recurring basis | 54,485 | 90,009 |
Cash surrender value of life insurance | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Fair value assets measured on a recurring basis | 23,847 | 19,492 |
Cash surrender value of life insurance | Level 2 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Fair value assets measured on a recurring basis | 23,847 | 19,492 |
Interest rate swap | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Fair value assets measured on a recurring basis | 52 | ' |
Fair value liabilities measured on a recurring basis | 9,606 | 15,643 |
Interest rate swap | Level 2 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Fair value assets measured on a recurring basis | 52 | ' |
Fair value liabilities measured on a recurring basis | 9,606 | 15,643 |
Contingent consideration liabilities | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Fair value liabilities measured on a recurring basis | 54,485 | 90,009 |
Contingent consideration liabilities | Level 3 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Fair value liabilities measured on a recurring basis | 54,485 | 90,009 |
Deferred compensation liabilities | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Fair value liabilities measured on a recurring basis | 23,572 | 19,843 |
Deferred compensation liabilities | Level 2 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Fair value liabilities measured on a recurring basis | 23,572 | 19,843 |
Foreign exchange forward | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Fair value liabilities measured on a recurring basis | 15,403 | ' |
Foreign exchange forward | Level 2 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ' | ' |
Fair value liabilities measured on a recurring basis | $15,403 | ' |
Significant_Unobservable_Input
Significant Unobservable Inputs Used in Fair Value Measurements (Details) (Contingent consideration liabilities, Level 3) | Sep. 30, 2013 | Dec. 31, 2012 |
Contingent consideration liabilities | Level 3 | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | ' | ' |
Weighted Average, Probability of achieving payout targets | 71.70% | 79.70% |
Weighted Average, Discount rate | 6.50% | 6.60% |
Changes_in_Fair_Value_of_Conti
Changes in Fair Value of Contingent Consideration Obligations (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Contingent Consideration Obligations [Roll Forward] | ' | ' | ' | ' |
Beginning balance | $49,473 | $88,037 | $90,009 | $82,382 |
Contingent consideration liabilities recorded for business acquisitions | 1,204 | ' | 3,854 | 5,540 |
Payments | ' | ' | -38,349 | -600 |
Loss included in earnings | 712 | 1,892 | 1,765 | 1,787 |
Exchange rate effects | 3,096 | 2,353 | -2,794 | 3,173 |
Ending balance | $54,485 | $92,282 | $54,485 | $92,282 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Details) (USD $) | 3 Months Ended | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2012 | Sep. 30, 2012 |
Commitments and Contingencies Disclosure [Abstract] | ' | ' |
Gain on lawsuit settlement | $0.50 | $17.20 |
Future_Minimum_Lease_Commitmen
Future Minimum Lease Commitments (Details) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Three months ending December 31, 2013 | $28,271 |
2014 | 106,631 |
2015 | 94,988 |
2016 | 76,776 |
2017 | 60,730 |
2018 | 47,713 |
Thereafter | 145,446 |
Future Minimum Lease Payments | $560,555 |
Computation_of_Earnings_Per_Sh
Computation of Earnings Per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Net income | $73,445 | $54,048 | $233,759 | $199,037 |
Denominator for basic earnings per share—weighted average shares outstanding | 300,223 | 296,437 | 299,213 | 295,338 |
Effect of dilutive securities: | ' | ' | ' | ' |
RSUs | 883 | 430 | 775 | 436 |
Stock options | 3,564 | 4,241 | 3,765 | 4,398 |
Restricted stock | 15 | 64 | 18 | 54 |
Denominator for diluted earnings per share—Adjusted weighted average shares outstanding | 304,685 | 301,172 | 303,771 | 300,226 |
Earnings per share, basic | $0.24 | $0.18 | $0.78 | $0.67 |
Earnings per share, diluted | $0.24 | $0.18 | $0.77 | $0.66 |
Business_Combinations_Addition
Business Combinations - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2011 | Dec. 31, 2011 | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Europe | Europe | Europe | North America | North America | All 2013 Acquisitions | All 2012 Acquisitions | All 2012 Acquisitions | All 2012 Acquisitions | All 2012 Acquisitions | All 2012 Acquisitions | Sator | Sator | All 2013 Acquisitions Excluding Sator | All 2013 Acquisitions Excluding Sator | All 2013 Acquisitions Excluding Sator | All 2013 Acquisitions Excluding Sator | UK Paint | ECP 2013 Contingent Payment | ECP 2013 Contingent Payment Draco Portion | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | North America | Wholesale North America Segment | Scrap and Other Metals Processors | Self Service Segment | USD ($) | EUR (€) | USD ($) | USD ($) | Europe | Wholesale North America Segment | Europe | GBP (£) | GBP (£) | ||||||
Business Acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30 | 22 | 2 | 8 | ' | ' | ' | 16 | 7 | 8 | 5 | ' | ' |
Total acquisition date fair value of the consideration for acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $284,600,000 | ' | ' | ' | ' | ' | ' | $133,100,000 | $133,100,000 | ' | ' | ' | ' | ' |
Cash used in acquisitions, net of cash acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 395,221,000 | 261,470,000 | ' | ' | ' | ' | 272,824,000 | 209,800,000 | 122,397,000 | 122,397,000 | ' | ' | ' | ' | ' |
Notes issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,782,000 | 15,990,000 | ' | ' | ' | ' | ' | ' | 6,782,000 | 6,782,000 | ' | ' | ' | ' | ' |
Other purchase price obligations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 86,000 | 1,647,000 | ' | ' | ' | ' | ' | ' | 86,000 | 86,000 | ' | ' | ' | ' | ' |
Acquisition fair value of contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,854,000 | 5,456,000 | ' | ' | ' | ' | ' | ' | 3,854,000 | 3,854,000 | ' | ' | ' | ' | ' |
Maximum payment under contingent consideration agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,500,000 | ' | ' | ' | ' | ' | ' | 4,900,000 | 4,900,000 | ' | ' | ' | 30,000,000 | 27,000,000 |
Goodwill | 1,920,916,000 | ' | 1,920,916,000 | ' | 1,690,284,000 | 567,869,000 | 567,869,000 | 350,453,000 | 1,353,047,000 | 1,339,831,000 | 227,261,000 | 201,742,000 | ' | ' | ' | ' | 139,158,000 | ' | 88,103,000 | 88,103,000 | ' | ' | ' | ' | ' |
Goodwill recorded for acquisitions | ' | ' | 227,261,000 | ' | 197,600,000 | ' | 209,638,000 | ' | 17,623,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue generated by acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 165,400,000 | ' | ' | 56,000,000 | ' | ' | ' | ' | ' |
Operating income generated by acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,400,000 | ' | ' | 2,200,000 | ' | ' | ' | ' | ' |
Goodwill expected to be deductible for income tax purposes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 157,800,000 | ' | ' | ' | ' | ' | ' | 9,500,000 | 9,500,000 | ' | ' | ' | ' | ' |
Restructuring and acquisition related expenses | $2,206,000 | $116,000 | $7,391,000 | $2,558,000 | ' | $1,600,000 | $5,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,600,000 | ' | $1,600,000 | $2,000,000 | ' | ' | ' | ' | ' |
Purchase_Price_Allocations_for
Purchase Price Allocations for Acquisitions (Details) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | USD ($) | USD ($) | Sator | Sator | All 2013 Acquisitions Excluding Sator | All 2013 Acquisitions | All 2012 Acquisitions |
USD ($) | EUR (€) | USD ($) | USD ($) | USD ($) | |||
Business Acquisition | ' | ' | ' | ' | ' | ' | ' |
Receivables | ' | ' | $61,639 | ' | $38,329 | $99,968 | $15,473 |
Receivable reserves | ' | ' | -8,563 | ' | -3,023 | -11,586 | -1,459 |
Inventory | ' | ' | 71,784 | ' | 24,119 | 95,903 | 62,305 |
Prepaid expenses and other current assets | ' | ' | 7,184 | ' | 2,027 | 9,211 | 201 |
Property and equipment | ' | ' | 19,484 | ' | 12,517 | 32,001 | 31,930 |
Goodwill | 1,920,916 | 1,690,284 | 139,158 | ' | 88,103 | 227,261 | 201,742 |
Other intangibles | ' | ' | 49,978 | ' | 4,868 | 54,846 | 655 |
Other assets | ' | ' | 2,049 | ' | 1,232 | 3,281 | 187 |
Deferred income taxes | ' | ' | -15,222 | ' | 49 | -15,173 | 428 |
Current liabilities assumed | ' | ' | -49,593 | ' | -34,438 | -84,031 | -22,910 |
Debt assumed | ' | ' | ' | ' | -664 | -664 | -3,989 |
Other noncurrent liabilities assumed | ' | ' | -5,074 | ' | ' | -5,074 | ' |
Contingent consideration liabilities | ' | ' | ' | ' | -3,854 | -3,854 | -5,456 |
Other purchase price obligations | ' | ' | ' | ' | -86 | -86 | -1,647 |
Notes issued | ' | ' | ' | ' | -6,782 | -6,782 | -15,990 |
Cash used in acquisitions, net of cash acquired | ' | ' | $272,824 | € 209,800 | $122,397 | $395,221 | $261,470 |
Pro_Forma_Effect_of_Businesses
Pro Forma Effect of Businesses Acquired (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
Business Acquisition | ' | ' | ' | ' | ||||
Revenue, as reported | $1,298,094 | $1,016,707 | $3,745,839 | $3,055,015 | ||||
Pro forma revenue | 1,311,438 | 1,200,009 | 3,985,159 | 3,680,851 | ||||
Net income, as reported | 73,445 | 54,048 | 233,759 | 199,037 | ||||
Pro forma net income | 75,236 | 59,909 | 246,916 | 222,601 | ||||
Earnings per share, basic | $0.24 | $0.18 | $0.78 | $0.67 | ||||
Pro forma earnings per share-basic | $0.25 | [1] | $0.20 | [1] | $0.83 | [1] | $0.75 | [1] |
Earnings per share, diluted | $0.24 | $0.18 | $0.77 | $0.66 | ||||
Pro forma earnings per share-diluted | $0.25 | [1] | $0.20 | [1] | $0.81 | [1] | $0.74 | [1] |
Sator | ' | ' | ' | ' | ||||
Business Acquisition | ' | ' | ' | ' | ||||
Revenue of purchased businesses prior to acquisition | 0 | 89,991 | 126,309 | 276,656 | ||||
Net income of purchased business prior to acquisition | 0 | 1,465 | 5,345 | 4,742 | ||||
Earnings per share, basic of purchased business prior to acquisition | $0 | $0 | $0.02 | $0.02 | ||||
Earnings per share, diluted, of purchased business prior to acquisition | $0 | $0 | $0.02 | $0.02 | ||||
All 2012 and 2013 Acquisitions Excluding Sator [Member] | ' | ' | ' | ' | ||||
Business Acquisition | ' | ' | ' | ' | ||||
Revenue of purchased businesses prior to acquisition | 13,344 | 93,311 | 113,011 | 349,180 | ||||
Net income of purchased business prior to acquisition | $1,791 | $4,396 | $7,812 | $18,822 | ||||
Earnings per share, basic of purchased business prior to acquisition | $0.01 | $0.01 | $0.03 | $0.06 | ||||
Earnings per share, diluted, of purchased business prior to acquisition | $0.01 | $0.01 | $0.03 | $0.06 | ||||
[1] | The sum of the individual earnings per share amounts may not equal the total due to rounding. |
Restructuring_and_Acquisition_1
Restructuring and Acquisition Related Expenses - Additional Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Restructuring Cost and Reserve | ' | ' | ' | ' |
Restructuring and acquisition related expenses | $2,206,000 | $116,000 | $7,391,000 | $2,558,000 |
Acquisition related expenses | ' | ' | ' | ' |
Restructuring Cost and Reserve | ' | ' | ' | ' |
Restructuring and acquisition related expenses | 2,000,000 | ' | 6,000,000 | ' |
UK Paint | ' | ' | ' | ' |
Restructuring Cost and Reserve | ' | ' | ' | ' |
Restructuring and acquisition related expenses | 1,400,000 | ' | 1,400,000 | ' |
Sator | ' | ' | ' | ' |
Restructuring Cost and Reserve | ' | ' | ' | ' |
Restructuring and acquisition related expenses | ' | ' | 3,600,000 | ' |
All 2012 and 2013 Acquisitions Excluding Sator [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve | ' | ' | ' | ' |
Restructuring and acquisition related expenses | 200,000 | ' | 1,400,000 | ' |
All 2013 Acquisitions Excluding Sator | ' | ' | ' | ' |
Restructuring Cost and Reserve | ' | ' | ' | ' |
Restructuring and Related Cost, Expected Cost | ' | ' | 4,000,000 | ' |
All 2011 and 2012 Acquisitions [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve | ' | ' | ' | ' |
Restructuring and acquisition related expenses | ' | 100,000 | ' | 1,400,000 |
Refurbished Bumper And Wheel Restructuring [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve | ' | ' | ' | ' |
Restructuring and acquisition related expenses | ' | ' | ' | $1,100,000 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Details) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Income Taxes | ' | ' |
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | $2.60 | $1.20 |
Effective income tax rate | 34.60% | 36.30% |
Foreign Tax Authority | ' | ' |
Income Taxes | ' | ' |
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | 1.6 | -0.9 |
State and Local Jurisdiction | ' | ' |
Income Taxes | ' | ' |
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | ($0.90) | ' |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income Schedule of Accumulated Other Comprehensive Income (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Accumulated Other Comprehensive Income, Foreign Currency Translation Adjustment [Roll Forward] | ' | ' | ' | ' |
Balance, beginning | ($11,334) | $265 | $10,850 | ($2,071) |
Foreign currency translation | 28,514 | 10,182 | 6,330 | 12,518 |
Balance, ending | 17,180 | 10,447 | 17,180 | 10,447 |
Accumulated Other Comprehensive Income, Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges [Roll Forward] | ' | ' | ' | ' |
Balance, beginning | -6,730 | -9,881 | -10,091 | -6,890 |
Pretax income (loss) | -15,315 | -3,557 | -14,170 | -11,266 |
Income tax effect | 5,647 | 1,259 | 5,305 | 3,981 |
Reclassification of unrealized loss | 15,956 | 1,641 | 19,771 | 4,753 |
Reversal of deferred income taxes | -5,849 | -585 | -7,211 | -1,701 |
Hedge ineffectiveness | 293 | ' | 460 | ' |
Income tax effect | -107 | ' | -169 | ' |
Balance, ending | -6,105 | -11,123 | -6,105 | -11,123 |
Accumulated Other Comprehensive Income [Roll Forward] | ' | ' | ' | ' |
Balance, beginning | -18,064 | -9,616 | 759 | -8,961 |
Pretax income (loss) | 13,199 | 6,625 | -7,840 | 1,252 |
Income tax effect | 5,647 | 1,259 | 5,305 | 3,981 |
Reversal of unrealized loss | 15,956 | 1,641 | 19,771 | 4,753 |
Reversal of deferred income taxes | -5,849 | -585 | -7,211 | -1,701 |
Hedge ineffectiveness | 293 | ' | 460 | ' |
Income tax effect | -107 | ' | -169 | ' |
Balance, ending | $11,075 | ($676) | $11,075 | ($676) |
Accumulated_Other_Comprehensiv3
Accumulated Other Comprehensive Income Accumulated Other Comprehensive Income - Additional Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Schedule of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' |
Reclassification of unrealized loss | $15,956 | $1,641 | $19,771 | $4,753 |
Foreign exchange forward | ' | ' | ' | ' |
Schedule of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' |
Reclassification of unrealized loss | $14,400 | ' | $15,100 | ' |
Segment_and_Geographic_Informa2
Segment and Geographic Information - Additional Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Segment Reporting Information | ' | ' | ' | ' |
Number of operating segments | ' | ' | 3 | ' |
Gain on lawsuit settlement | ' | $500,000 | ' | $17,200,000 |
Change in fair value of contingent consideration liabilities | -712,000 | -1,892,000 | -1,765,000 | -1,787,000 |
Restructuring and acquisition related expenses | 2,206,000 | 116,000 | 7,391,000 | 2,558,000 |
North America | ' | ' | ' | ' |
Segment Reporting Information | ' | ' | ' | ' |
Number of reportable segments | ' | ' | 1 | ' |
Gain on lawsuit settlement | ' | 500,000 | ' | 17,200,000 |
Europe | ' | ' | ' | ' |
Segment Reporting Information | ' | ' | ' | ' |
Change in fair value of contingent consideration liabilities | 800,000 | 2,100,000 | -2,700,000 | -1,900,000 |
Restructuring and acquisition related expenses | $1,600,000 | ' | $5,300,000 | ' |
Schedule_of_Financial_Performa
Schedule of Financial Performance by Reportable Segment (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment Reporting Information | ' | ' | ' | ' |
Revenue | $1,298,094 | $1,016,707 | $3,745,839 | $3,055,015 |
EBITDA | 146,402 | 109,344 | 458,201 | 386,809 |
Depreciation and amortization | 22,157 | 18,128 | 61,868 | 51,574 |
North America | ' | ' | ' | ' |
Segment Reporting Information | ' | ' | ' | ' |
Revenue | 928,307 | 835,324 | 2,865,613 | 2,547,743 |
EBITDA | 108,314 | 89,265 | 362,281 | 331,140 |
Depreciation and amortization | 16,417 | 14,830 | 48,555 | 43,603 |
Europe | ' | ' | ' | ' |
Segment Reporting Information | ' | ' | ' | ' |
Revenue | 369,787 | 181,383 | 880,226 | 507,272 |
EBITDA | 38,088 | 20,079 | 95,920 | 55,669 |
Depreciation and amortization | $5,740 | $3,298 | $13,313 | $7,971 |
Reconciliation_of_EBITDA_to_Ne
Reconciliation of EBITDA to Net Income (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment Reporting [Abstract] | ' | ' | ' | ' |
EBITDA | $146,402 | $109,344 | $458,201 | $386,809 |
Depreciation and amortization | 22,157 | 18,128 | 61,868 | 51,574 |
Interest expense, net | 15,200 | 7,964 | 36,287 | 22,687 |
Loss on debt extinguishment | 0 | 0 | 2,795 | 0 |
Provision for income taxes | 35,600 | 29,204 | 123,492 | 113,511 |
Net income | $73,445 | $54,048 | $233,759 | $199,037 |
Schedule_of_Capital_Expenditur
Schedule of Capital Expenditures by Reportable Segment (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment Reporting Information | ' | ' | ' | ' |
Capital Expenditures | $20,975 | $19,021 | $61,126 | $60,636 |
North America | ' | ' | ' | ' |
Segment Reporting Information | ' | ' | ' | ' |
Capital Expenditures | 14,960 | 15,015 | 48,662 | 49,521 |
Europe | ' | ' | ' | ' |
Segment Reporting Information | ' | ' | ' | ' |
Capital Expenditures | $6,015 | $4,006 | $12,464 | $11,115 |
Schedule_of_Assets_by_Reportab
Schedule of Assets by Reportable Segment (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Segment Reporting Information | ' | ' |
Receivables, net | $438,800 | $311,808 |
Inventory | 1,018,169 | 900,803 |
Property and Equipment, net | 531,897 | 494,379 |
Other unallocated assets | 2,372,193 | 2,016,466 |
Total Assets | 4,361,059 | 3,723,456 |
North America | ' | ' |
Segment Reporting Information | ' | ' |
Receivables, net | 260,413 | 241,627 |
Inventory | 725,213 | 750,565 |
Property and Equipment, net | 441,940 | 434,010 |
Europe | ' | ' |
Segment Reporting Information | ' | ' |
Receivables, net | 178,387 | 70,181 |
Inventory | 292,956 | 150,238 |
Property and Equipment, net | $89,957 | $60,369 |
Schedule_of_Revenue_by_Geograp
Schedule of Revenue by Geographic Area (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenues from External Customers and Long-Lived Assets | ' | ' | ' | ' |
Revenue | $1,298,094 | $1,016,707 | $3,745,839 | $3,055,015 |
United States | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets | ' | ' | ' | ' |
Revenue | 868,052 | 784,270 | 2,672,545 | 2,394,581 |
United Kingdom | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets | ' | ' | ' | ' |
Revenue | 266,384 | 181,383 | 708,089 | 507,272 |
Other countries | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets | ' | ' | ' | ' |
Revenue | $163,658 | $51,054 | $365,205 | $153,162 |
Schedule_of_Tangible_LongLived
Schedule of Tangible Long-Lived Assets by Geographic Area (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Revenues from External Customers and Long-Lived Assets | ' | ' |
Long-lived Assets | $531,897 | $494,379 |
United States | ' | ' |
Revenues from External Customers and Long-Lived Assets | ' | ' |
Long-lived Assets | 411,957 | 408,244 |
United Kingdom | ' | ' |
Revenues from External Customers and Long-Lived Assets | ' | ' |
Long-lived Assets | 69,309 | 60,369 |
Other countries | ' | ' |
Revenues from External Customers and Long-Lived Assets | ' | ' |
Long-lived Assets | $50,631 | $25,766 |
Schedule_of_Revenue_by_Product
Schedule of Revenue by Product Category (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenue from External Customers | ' | ' | ' | ' |
Revenue | $1,298,094 | $1,016,707 | $3,745,839 | $3,055,015 |
Aftermarket, other new and refurbished products | ' | ' | ' | ' |
Revenue from External Customers | ' | ' | ' | ' |
Revenue | 793,925 | 562,750 | 2,199,009 | 1,676,006 |
Recycled, remanufactured and related products and services | ' | ' | ' | ' |
Revenue from External Customers | ' | ' | ' | ' |
Revenue | 349,411 | 317,877 | 1,060,681 | 967,250 |
Other | ' | ' | ' | ' |
Revenue from External Customers | ' | ' | ' | ' |
Revenue | $154,758 | $136,080 | $486,149 | $411,759 |