Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 24, 2015 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | LKQ | |
Entity Registrant Name | LKQ CORP | |
Entity Central Index Key | 1,065,696 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 304,922,348 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and equivalents | $ 143,423 | $ 114,605 |
Receivables, net | 651,271 | 601,422 |
Inventory | 1,402,399 | 1,433,847 |
Deferred income taxes | 77,968 | 81,744 |
Prepaid expenses and other current assets | 97,560 | 85,799 |
Total Current Assets | 2,372,621 | 2,317,417 |
Property and Equipment, net | 650,053 | 629,987 |
Intangible Assets: | ||
Goodwill | 2,286,518 | 2,288,895 |
Other intangibles, net | 228,580 | 245,525 |
Other Assets | 96,770 | 91,668 |
Total Assets | 5,634,542 | 5,573,492 |
Current Liabilities: | ||
Accounts payable | 392,951 | 400,202 |
Accrued expenses: | ||
Accrued payroll-related liabilities | 69,327 | 86,016 |
Other accrued expenses | 183,423 | 164,148 |
Other current liabilities | 41,286 | 36,815 |
Current portion of long-term obligations | 39,378 | 63,515 |
Total Current Liabilities | 726,365 | 750,696 |
Long-Term Obligations, Excluding Current Portion | 1,652,064 | 1,801,047 |
Deferred Income Taxes | 178,523 | 181,662 |
Other Noncurrent Liabilities | $ 123,497 | $ 119,430 |
Commitments and Contingencies | ||
Stockholders’ Equity: | ||
Common stock, $0.01 par value,1,000,000,000 shares authorized, 304,435,529 and 303,452,655 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | $ 3,044 | $ 3,035 |
Additional paid-in capital | 1,070,288 | 1,054,686 |
Retained earnings | 1,929,978 | 1,703,161 |
Accumulated other comprehensive loss | (49,217) | (40,225) |
Total Stockholders’ Equity | 2,954,093 | 2,720,657 |
Total Liabilities and Stockholders’ Equity | $ 5,634,542 | $ 5,573,492 |
Unaudited Condensed Consolidat3
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 304,435,529 | 303,452,655 |
Common stock, shares outstanding | 304,435,529 | 303,452,655 |
Unaudited Condensed Consolidat4
Unaudited Condensed Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |||
Revenue | $ 1,838,070 | $ 1,709,132 | $ 3,611,982 | $ 3,334,909 | ||
Cost of goods sold | 1,114,126 | 1,038,073 | 2,188,559 | 2,011,966 | ||
Gross margin | 723,944 | 671,059 | 1,423,423 | 1,322,943 | ||
Facility and warehouse expenses | 136,379 | 128,506 | 269,036 | 254,665 | ||
Distribution expenses | 150,039 | 146,544 | 291,753 | 283,873 | ||
Selling, general and administrative expenses | 205,796 | 186,585 | 409,037 | 371,115 | ||
Restructuring and acquisition related expenses | 1,663 | 5,901 | 8,151 | 9,222 | ||
Depreciation and amortization | 29,782 | 29,927 | 59,235 | 56,638 | ||
Operating income | 200,285 | 173,596 | 386,211 | 347,430 | ||
Other expense (income): | ||||||
Interest expense, net | 14,622 | 15,628 | 29,528 | 31,746 | ||
Loss on debt extinguishment | 0 | 0 | 0 | 324 | ||
Change in fair value of contingent consideration liabilities | (125) | 790 | (276) | 2,012 | ||
Other (income) expense, net | (28) | (907) | 1,740 | (1,003) | ||
Total other expense, net | 14,719 | 13,931 | 31,544 | 29,055 | ||
Income before provision for income taxes | 185,566 | 159,665 | 354,667 | 318,375 | ||
Provision for income taxes | 64,682 | 54,341 | 124,780 | 108,362 | ||
Equity in earnings of unconsolidated subsidiaries | (1,162) | (442) | (3,070) | (478) | ||
Net income | $ 119,722 | $ 104,882 | $ 226,817 | $ 209,535 | ||
Earnings per share: | ||||||
Basic | $ 0.39 | [1] | $ 0.35 | [1] | $ 0.75 | $ 0.69 |
Diluted | $ 0.39 | [1] | $ 0.34 | [1] | $ 0.74 | $ 0.69 |
[1] | {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOmFiMDdiNGU3NDM4ZTQ4M2I4NDZhNDc1NThkMGJjYmFifFRleHRTZWxlY3Rpb246Qjc3ODhGRDRGOUM2RERBNkY3NkRCNDc1MjU3NzA2MDgM} |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 119,722 | $ 104,882 | $ 226,817 | $ 209,535 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation | 44,510 | 15,879 | (10,300) | 15,316 |
Net change in unrecognized gains/losses on derivative instruments, net of tax | 918 | 457 | 1,201 | 1,250 |
Net change in unrealized gains/losses on pension plan, net of tax | (21) | (30) | 107 | (67) |
Total other comprehensive income (loss) | 45,407 | 16,306 | (8,992) | 16,499 |
Total comprehensive income | $ 165,129 | $ 121,188 | $ 217,825 | $ 226,034 |
Unaudited Condensed Consolidat6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 226,817 | $ 209,535 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 61,714 | 58,893 |
Stock-based compensation expense | 11,114 | 11,783 |
Excess tax benefit from stock-based payments | (6,737) | (9,747) |
Other | 5,880 | 1,645 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Receivables | (48,995) | (71,779) |
Inventory | 38,399 | (40,773) |
Prepaid income taxes/income taxes payable | 21,052 | 9,653 |
Accounts payable | (18,597) | (20,549) |
Other operating assets and liabilities | (7,948) | 3,543 |
Net cash provided by operating activities | 282,699 | 152,204 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (66,763) | (67,331) |
Acquisitions, net of cash acquired | (37,208) | (635,332) |
Other investing activities, net | (5,209) | 341 |
Net cash used in investing activities | (109,180) | (702,322) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from exercise of stock options | 3,288 | 4,207 |
Excess tax benefit from stock-based payments | 6,737 | 9,747 |
Taxes paid related to net share settlements of stock-based compensation awards | (5,243) | 0 |
Debt issuance costs | 0 | (3,715) |
Borrowings under revolving credit facilities | 199,621 | 1,160,461 |
Repayments under revolving credit facilities | (294,276) | (674,432) |
Borrowings under term loans | 0 | 11,250 |
Repayments under term loans | (11,250) | (5,625) |
Borrowings under receivables securitization facility | 2,100 | 80,000 |
Repayments under receivables securitization facility | (1,758) | 0 |
Repayments of other long-term debt | (42,090) | (13,529) |
Payments of other obligations | (2,050) | (41,934) |
Settlement of foreign currency forward contract | 0 | (19,959) |
Net cash (used in) provided by financing activities | (144,921) | 506,471 |
Effect of exchange rate changes on cash and equivalents | 220 | 2,723 |
Net increase (decrease) in cash and equivalents | 28,818 | (40,924) |
Cash and equivalents, beginning of period | 114,605 | 150,488 |
Cash and equivalents, end of period | 143,423 | 109,564 |
Supplemental disclosure of cash paid for: | ||
Income taxes, net of refunds | 102,747 | 98,938 |
Interest | 28,656 | 29,182 |
Supplemental disclosure of noncash investing and financing activities: | ||
Notes payable and other obligations, including notes issued and debt assumed in connection with business acquisitions | 4,366 | 87,983 |
Contingent consideration liabilities | 0 | 7,057 |
Noncash property and equipment additions | $ 4,387 | $ 4,177 |
Unaudited Condensed Consolidat7
Unaudited Condensed Consolidated Statements of Stockholders' Equity - 6 months ended Jun. 30, 2015 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss |
Beginning balance, shares at Dec. 31, 2014 | 303,453 | ||||
Beginning balance at Dec. 31, 2014 | $ 2,720,657 | $ 3,035 | $ 1,054,686 | $ 1,703,161 | $ (40,225) |
Net income | 226,817 | 0 | 0 | 0 | |
Total other comprehensive income (loss) | (8,992) | $ 0 | 0 | 0 | (8,992) |
RSUs vested, shares | 422 | ||||
Restricted stock units vested, value | (2,003) | $ 4 | (2,007) | 0 | 0 |
Stock-based compensation expense | 11,114 | 11,114 | 0 | 0 | |
Stock options exercised, shares | 705 | ||||
Exercise of stock options, value | 3,983 | $ 7 | 3,976 | 0 | 0 |
Shares withheld for net share settlements of stock option awards, shares | 144 | ||||
Adjustments Related to Tax Withholding for Share-based Compensation | 3,936 | $ 2 | 3,934 | 0 | 0 |
Excess tax benefit from stock-based payments | 6,453 | 6,453 | 0 | 0 | |
Ending balance at Jun. 30, 2015 | $ 2,954,093 | $ 3,044 | $ 1,070,288 | $ 1,929,978 | $ (49,217) |
Ending balance, shares at Jun. 30, 2015 | 304,436 |
Interim Financial Statements
Interim Financial Statements | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 condensed consolidated 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 of America have been condensed or omitted. These unaudited condensed consolidated financial statements reflect, in the opinion of management, all material adjustments (which include only normally recurring adjustments) necessary to fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented. 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, 2014 filed with the SEC on March 2, 2015. |
Financial Statement Information
Financial Statement Information | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Revenue Recognition The majority of our revenue is derived from the sale of vehicle parts. Revenue is recognized when the products are shipped to, 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 approximately $33.0 million and $31.3 million at June 30, 2015 and December 31, 2014 , 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 Condensed Consolidated Statements of Income and are shown as a current liability on our Unaudited Condensed Consolidated Balance Sheets until remitted. We recognize revenue from the sale of scrap metal, other metals, and cores when title has transferred, which typically occurs upon delivery to the customer. Allowance for Doubtful Accounts We recorded a reserve for uncollectible accounts of approximately $21.1 million and $19.4 million at June 30, 2015 and December 31, 2014 , respectively. Inventory Inventory consists of the following (in thousands): June 30, December 31, 2015 2014 Aftermarket and refurbished products $ 1,013,084 $ 1,022,549 Salvage and remanufactured products 389,315 411,298 $ 1,402,399 $ 1,433,847 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, software and other technology related assets, and covenants not to compete. The changes in the carrying amount of goodwill by reportable segment during the three months ended June 30, 2015 are as follows (in thousands): North America Europe Specialty Total Balance as of January 1, 2015 $ 1,392,032 $ 616,819 $ 280,044 $ 2,288,895 Business acquisitions and adjustments to previously recorded goodwill 4,613 15,048 (1,016 ) 18,645 Exchange rate effects (7,903 ) (13,104 ) (15 ) (21,022 ) Balance as of June 30, 2015 $ 1,388,742 $ 618,763 $ 279,013 $ 2,286,518 The components of other intangibles are as follows (in thousands): June 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trade names and trademarks $ 172,121 $ (39,571 ) $ 132,550 $ 173,340 $ (35,538 ) $ 137,802 Customer relationships 93,533 (33,977 ) 59,556 92,972 (26,751 ) 66,221 Software and other technology related assets 44,290 (14,009 ) 30,281 44,640 (10,387 ) 34,253 Covenants not to compete 10,766 (4,573 ) 6,193 11,074 (3,825 ) 7,249 $ 320,710 $ (92,130 ) $ 228,580 $ 322,026 $ (76,501 ) $ 245,525 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 20 years) on an accelerated basis. Software and other technology related assets are amortized on a straight-line basis over the expected period to be benefited ( five to six years). 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 $16.5 million and $15.8 million during the six months ended June 30, 2015 and 2014 , respectively. Estimated amortization expense for each of the 5 years in the period ending December 31, 2019 is $32.8 million , $29.8 million , $27.3 million , $22.4 million and $17.8 million , respectively. 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 that is supported by certain of the suppliers of those 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 are as follows (in thousands): Balance as of January 1, 2015 $ 14,881 Warranty expense 16,686 Warranty claims (15,135 ) Balance as of June 30, 2015 $ 16,432 Investments in Unconsolidated Subsidiaries As of June 30, 2015 , the carrying value of our investments in unconsolidated subsidiaries was $12.5 million ; of this amount, $11.6 million relates to our investment in ACM Parts Pty Ltd ("ACM Parts"). In August 2013, we entered into an agreement with Suncorp Group, a leading general insurance group in Australia and New Zealand, to develop ACM Parts, an alternative vehicle replacement parts business in those countries. We hold a 49% interest in the entity and are contributing 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 is supplying salvage vehicles to the venture as well as assisting 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. During the six months ended June 30, 2015 , we increased our total investment in ACM Parts by $7.5 million , which is reflected in Other investing activities, net on the Unaudited Condensed Consolidated Statements of Cash Flows. Our total ownership interest in ACM Parts remains unchanged as a result of this additional investment. The total of our investment in ACM Parts and other unconsolidated subsidiaries is included within Other Assets on our Unaudited Condensed Consolidated Balance Sheets. Our equity in the net earnings of the investees for the three and six months ended June 30, 2015 was not material. Depreciation Expense Included in Cost of Goods Sold on the Unaudited Condensed Consolidated Statements of Income is depreciation expense associated with our refurbishing, remanufacturing, and furnace operations as well as our distribution centers. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"), which was amended in July 2015. This update outlines a new comprehensive revenue recognition model that supersedes most current revenue recognition guidance, and requires companies to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities adopting the standard have the option of using either a full retrospective or modified retrospective approach in the application of this guidance. ASU 2014-09 will be effective for the Company during the first quarter of our fiscal year 2018. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. We are still evaluating the impact that ASU 2014-09 will have on our consolidated financial statements and related disclosures. In April 2015, the FASB issued Accounting Standards Update 2015-03, "Interest-Imputation of Interest " ("ASU 2015-03"). This update simplifies the presentation of debt issuance costs on the financial statements by requiring companies to reduce debt issuance costs from the carrying value of their corresponding liability on the balance sheet, rather than presenting debt issuance costs as deferred charges. ASU 2015-03 will be effective for the Company during the first quarter of our fiscal year 2016. Early adoption is permitted. Entities must retrospectively apply this guidance within the balance sheet for all periods presented in order to reflect the period-specific effects of this new guidance. We do not anticipate the adoption of this guidance will have a material impact on our financial position, results of operations, or cash flows. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 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. We expect to issue new shares of common stock to cover past and future equity grants. RSUs RSUs vest over periods of up to five years, subject to a continued service condition. Currently outstanding RSUs contain either a time-based vesting condition or a combination of a performance-based vesting condition and a time-based vesting condition, in which case, both conditions must be met before any RSUs vest. For the RSUs containing a performance-based vesting condition, the Company must report positive diluted earnings per share, subject to certain adjustments, during any fiscal year period within five years following the grant date. Each RSU converts into one share of LKQ common stock on the applicable vesting date. The grant date fair value of RSUs is based on the market price of LKQ stock on the grant date. During the six months ended June 30, 2015 , we granted 912,113 RSUs to employees. The fair value of RSUs that vested during the six months ended June 30, 2015 was $13.1 million . The following table summarizes activity related to our RSUs under the Equity Incentive Plan for the six months ended June 30, 2015 : Number Outstanding Weighted Average Grant Date Fair Value Aggregate Intrinsic Value (in thousands) (1) Unvested as of January 1, 2015 2,151,232 $ 20.97 $ 60,493 Granted 912,113 $ 27.03 Vested (499,746 ) $ 20.07 Forfeited / Canceled (31,503 ) $ 23.26 Unvested as of June 30, 2015 2,532,096 $ 23.30 $ 76,583 Expected to vest after June 30, 2015 2,444,395 $ 23.16 $ 73,931 (1) The aggregate intrinsic value of unvested and expected to vest RSUs represents the total pretax intrinsic value (the fair value of the Company's stock on the last day of each period multiplied by the number of units) that would have been received by the holders had all RSUs vested. This amount changes based on the market price of the Company’s common stock. Stock Options Stock options vest over periods of up to five years, subject to a continued service condition. Stock options expire either six or ten years from the date they are granted. No options were granted during the six months ended June 30, 2015 . The following table summarizes activity related to our stock options under the Equity Incentive Plan for the six months ended June 30, 2015 : Number Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) (1) Balance as of January 1, 2015 5,207,772 $ 8.04 3.6 $ 105,038 Exercised (704,640 ) $ 5.65 Forfeited / Canceled (8,145 ) $ 32.31 Balance as of June 30, 2015 4,494,987 $ 8.37 3.3 $ 98,551 Exercisable as of June 30, 2015 4,396,051 $ 7.83 3.2 $ 98,525 Exercisable as of June 30, 2015 and expected to vest thereafter 4,485,213 $ 8.31 3.3 $ 98,551 (1) The aggregate intrinsic value of outstanding, exercisable and expected to vest options represents the total pretax intrinsic value (the difference between the fair value of the Company's stock on the last day of each period and the exercise price, multiplied by the number of options where the fair value exceeds the exercise price) that would have been received by the option holders had all option holders exercised their options as of January 1, 2015 and June 30, 2015, respectively. This amount changes based on the market price of the Company’s common stock. The following table summarizes the components of pre-tax stock-based compensation expense (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 RSUs $ 5,528 $ 4,795 $ 10,948 $ 10,191 Stock options 40 696 166 1,500 Restricted stock — 46 — 92 Total stock-based compensation expense $ 5,568 $ 5,537 $ 11,114 $ 11,783 As of June 30, 2015 , unrecognized compensation expense related to unvested RSUs and stock options is $41.0 million and $0.4 million , respectively, and is expected to be recognized over weighted-average periods of 3.3 years and 1.5 years, respectively. Stock-based compensation expense related to these awards will be different to the extent the actual forfeiture rates are different from our estimated forfeiture rates. |
Long-Term Obligations
Long-Term Obligations | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Obligations | Long-Term Obligations consist of the following (in thousands): June 30, December 31, 2015 2014 Senior secured credit agreement: Term loans payable $ 421,875 $ 433,125 Revolving credit facilities 541,462 663,912 Senior notes 600,000 600,000 Receivables securitization facility 95,242 94,900 Notes payable through November 2019 at weighted average interest rates of 1.1% and 1.0%, respectively 15,478 45,891 Other long-term debt at weighted average interest rates of 3.6% and 3.1%, respectively 17,385 26,734 1,691,442 1,864,562 Less current maturities (39,378 ) (63,515 ) $ 1,652,064 $ 1,801,047 Senior Secured Credit Agreement On March 27, 2014, LKQ Corporation, LKQ Delaware LLP, and certain other subsidiaries (collectively, the "Borrowers") entered into a third amended and restated credit agreement (the "Credit Agreement"). Total availability under the Credit Agreement is $2.3 billion (composed of $1.69 billion in the revolving credit facility's multicurrency component, $165 million in the revolving credit facility's U.S. dollar only component, and $450 million of term loans). 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. Amounts under the revolving credit facilities are due and payable upon maturity of the Credit Agreement on May 3, 2019. Term loan borrowings are due and payable in quarterly installments equal to 1.25% of the original principal amount beginning on June 30, 2014 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, including limitations on our net leverage ratio and a minimum interest coverage ratio. 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 under the Credit Agreement at June 30, 2015 and December 31, 2014 were 2.11% and 2.10% , respectively. We also pay a commitment fee based on the average daily unused amount of the revolving credit facilities. 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. Of the total borrowings outstanding under the Credit Agreement, $22.5 million was classified as current maturities at both June 30, 2015 and December 31, 2014 . As of June 30, 2015 , there were letters of credit outstanding in the aggregate amount of $71.5 million . The amounts available under the revolving credit facilities are reduced by the amounts outstanding under letters of credit, and thus availability under the revolving credit facilities at June 30, 2015 was $1.2 billion . Related to the execution of the Credit Agreement in March 2014, we incurred $3.7 million of fees, of which $3.4 million were capitalized within Other Assets on our Unaudited Condensed Consolidated Balance Sheet and are amortized over the term of the agreement. The remaining $0.3 million of fees were expensed during the three months ended March 31, 2014 as a loss on debt extinguishment. Senior Notes In April 2014, LKQ Corporation completed an offer to exchange $600 million aggregate principal amount of registered 4.75% Senior Notes due 2023 (the "Notes") for notes previously issued through a private placement. The Notes are governed by the original 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 are substantially identical to those previously issued through the private placement, except the Notes are registered under the Securities Act of 1933. The Notes bear interest at a rate of 4.75% per year 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. The first interest payment was made on November 15, 2013. The Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors. The Notes and the guarantees are, respectively, LKQ Corporation's and each Guarantor's senior unsecured obligations. The Notes are subordinated to all of LKQ Corporation's and the Guarantors' existing and future secured debt to the extent of the assets securing that secured debt. In addition, the Notes are 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. Receivables Securitization Facility On September 29, 2014, LKQ Corporation amended the terms of the receivables securitization facility with The Bank of Tokyo-Mitsubishi UFJ, LTD. ("BTMU ") to: (i) extend the term of the facility to October 2, 2017; (ii) increase the maximum amount available to $97 million ; and (iii) make other clarifying and updating changes. 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 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 Condensed Consolidated Balance Sheets, under which the receivables included in the program collateralize the amounts invested by BTMU, the conduit investors and/or financial institutions (the "Purchasers"). 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 June 30, 2015 and December 31, 2014 , $130.1 million and $129.5 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"), 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 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 June 30, 2015 , the interest rate under the receivables facility was based on commercial paper rates and was 0.94% . The outstanding balances of $95.2 million and $94.9 million as of June 30, 2015 and December 31, 2014 , respectively, were classified as long-term on the Unaudited Condensed Consolidated Balance Sheets because we have the ability and intent to refinance these borrowings on a long-term basis. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
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 June 30, 2015 , 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 (Loss) and is reclassified to interest expense when the underlying interest payment has an impact on earnings. The ineffective portion of changes in the fair value of the interest rate swap agreements is reported in interest expense. Our interest rate swap contracts have maturity dates ranging from 2015 through 2016. From time to time, we may 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 the foreign currency 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 (Loss) and reclassified to other income (expense) when the underlying transaction has an impact on earnings. The following table summarizes the notional amounts and fair values of our designated cash flow hedges as of June 30, 2015 and December 31, 2014 (in thousands): Notional Amount Fair Value at June 30, 2015 (USD) Fair Value at December 31, 2014 (USD) June 30, 2015 December 31, 2014 Other Accrued Expenses Other Noncurrent Liabilities Other Accrued Expenses Other Noncurrent Liabilities Interest rate swap agreements USD denominated $ 420,000 $ 420,000 $ 1,043 $ 1,564 $ 2,691 $ 1,615 GBP denominated £ 50,000 £ 50,000 — 687 — 893 CAD denominated C$ 25,000 C$ 25,000 83 — — 19 Total cash flow hedges $ 1,126 $ 2,251 $ 2,691 $ 2,527 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 in our Unaudited Condensed Consolidated Balance Sheets. The impact of netting the fair values of these contracts would not have a material effect on our Unaudited Condensed Consolidated Balance Sheets at June 30, 2015 or December 31, 2014 . The activity related to our cash flow hedges is included in Note 12, "Accumulated Other Comprehensive Income (Loss) ." Ineffectiveness related to our cash flow hedges was immaterial to our results of operations during the three and six months ended June 30, 2015 and June 30, 2014 . We do not expect future ineffectiveness related to our cash flow hedges to have a material effect on our results of operations. As of June 30, 2015 , we estimate that $2.0 million of derivative losses (net of tax) included in Accumulated Other Comprehensive Loss will be reclassified into our consolidated statements of income within the next 12 months. Other Derivative Instruments We hold other short-term derivative instruments, including foreign currency forward contracts, to manage our exposure to variability related to inventory purchases and intercompany financing transactions denominated in a non-functional currency, as well as commodity forward contracts to manage our exposure to fluctuations in precious metals prices. We have elected not to apply hedge accounting for these transactions, and therefore the contracts are adjusted to fair value through our results of operations as of each balance sheet date, which could result in volatility in our earnings. The notional amount and fair value of these contracts at June 30, 2015 and December 31, 2014 , along with the effect on our results of operations during each of the six month periods ended June 30, 2015 and June 30, 2014 , were immaterial. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
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 six months ended June 30, 2015 , 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. 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 June 30, 2015 and December 31, 2014 (in thousands): Balance as of June 30, 2015 Fair Value Measurements as of June 30, 2015 Level 1 Level 2 Level 3 Assets: Cash surrender value of life insurance $ 30,963 $ — $ 30,963 $ — Total Assets $ 30,963 $ — $ 30,963 $ — Liabilities: Contingent consideration liabilities $ 5,191 $ — $ — $ 5,191 Deferred compensation liabilities 30,126 — 30,126 — Interest rate swaps 3,377 — 3,377 — Total Liabilities $ 38,694 $ — $ 33,503 $ 5,191 Balance as of December 31, 2014 Fair Value Measurements as of December 31, 2014 Level 1 Level 2 Level 3 Assets: Cash surrender value of life insurance $ 28,242 $ — $ 28,242 $ — Total Assets $ 28,242 $ — $ 28,242 $ — Liabilities: Contingent consideration liabilities $ 7,295 $ — $ — $ 7,295 Deferred compensation liabilities 27,580 — 27,580 — Interest rate swaps 5,218 — 5,218 — Total Liabilities $ 40,093 $ — $ 32,798 $ 7,295 The cash surrender value of life insurance and deferred compensation liabilities are included in Other Assets and Other Noncurrent Liabilities, respectively, on our Unaudited Condensed Consolidated Balance Sheets. The current portion of contingent consideration liabilities is included in Other Current Liabilities and the noncurrent portion is included in Other Noncurrent Liabilities on our Unaudited Condensed Consolidated Balance Sheets based on the expected timing of the related payments. The balance sheet classification of the interest rate swaps 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. Our contingent consideration liabilities are related to our business acquisitions as further described in Note 8, "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: June 30, December 31, 2015 2014 Unobservable Input (Weighted Average) Probability of achieving payout targets 73.6 % 79.1 % Discount rate 7.5 % 7.5 % A decrease in the assessed probabilities of achieving the targets or an increase in the discount rate, in isolation, would result in a 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 Condensed Consolidated Statements of Income. Changes in the fair value of our contingent consideration obligations are as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Beginning Balance $ 5,561 $ 57,091 $ 7,295 $ 55,653 Contingent consideration liabilities recorded for business acquisitions — 2,740 — 7,057 Payments (538 ) (50,299 ) (2,205 ) (52,305 ) Increase (decrease) in fair value included in earnings 125 (790 ) 276 (2,012 ) Exchange rate effects 43 20 (175 ) 369 Ending Balance $ 5,191 $ 8,762 $ 5,191 $ 8,762 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. The performance target for 2013 was exceeded, and therefore, we settled the liability related to the 2013 performance period for the maximum amount of £30 million during the three months ended June 30, 2014 through a cash payment of $44.8 million ( £26.9 million ) and the issuance of notes for $5.1 million ( £3.1 million ). Of the amounts included in earnings for the three and six months ended June 30, 2015 , $0.1 million and $0.3 million of losses, respectively, were related to contingent consideration obligations outstanding as of June 30, 2015 . Of the amounts included in earnings for the three and six months ended June 30, 2014 , $0.3 million losses were related to contingent consideration obligations outstanding as of June 30, 2015 . The changes in the fair value of contingent consideration obligations included in earnings during the respective periods in 2015 and 2014 reflect the quarterly reassessment of each obligation's fair value, including an analysis of the significant inputs used in the valuation, as well as the accretion of the present value discount. Financial Assets and Liabilities Not Measured at Fair Value Our debt is reflected on the Unaudited Condensed Consolidated Balance Sheets at cost. Based on market conditions as of June 30, 2015 and December 31, 2014 , the fair value of our credit agreement borrowings reasonably approximated the carrying value of $963 million and $1.1 billion , respectively. In addition, based on market conditions, the fair value of the outstanding borrowings under the receivables facility reasonably approximated the carrying value of $95 million at June 30, 2015 and December 31, 2014 . As of June 30, 2015 and December 31, 2014 , the fair value of our senior notes was approximately $573 million and $569 million , respectively, 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 June 30, 2015 to assume these obligations. The fair value of our senior notes is classified as Level 1 within the fair value hierarchy since it is determined based upon observable market inputs including quoted market prices in an active market. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
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 June 30, 2015 are as follows (in thousands): Six months ending December 31, 2015 $ 74,040 Years ending December 31: 2016 134,413 2017 113,676 2018 92,979 2019 73,985 2020 60,918 Thereafter 218,777 Future Minimum Lease Payments $ 768,788 Litigation and Related Contingencies We 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. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations During the six months ended June 30, 2015 , we completed ten acquisitions, including three wholesale businesses in North America and seven wholesale businesses in Europe. Our European acquisitions included seven aftermarket parts distribution businesses in the Netherlands, five of which were former customers of and distributors for our Netherlands subsidiary, Sator Beheer B.V. ("Sator"), and were acquired with the objective of expanding our distribution network in the Netherlands. Our other acquisitions completed during the six months ended June 30, 2015 enabled us to expand our geographic presence. Total acquisition date fair value of the consideration for these acquisitions was $40.2 million , composed of $37.2 million of cash (net of cash acquired), $2.1 million of notes payable, and $0.9 million of pre-existing balances between us and the acquired entities considered to be effectively settled as a result of the acquisitions. During the six months ended June 30, 2015 , we recorded $18.6 million of goodwill related to these acquisitions and immaterial adjustments to preliminary purchase price allocations related to certain of our 2014 acquisitions. We expect $4.7 million of the $18.6 million of goodwill recorded to be deductible for income tax purposes. As the acquisitions completed during the six months ended June 30, 2015 are immaterial to our business, we have omitted the detailed disclosures for these acquisitions prescribed by the accounting guidance on business combinations. In July 2015, we completed the acquisitions of Parts Channel, Inc., an aftermarket collision parts distributor, as well as two aftermarket distributors in the Netherlands and a self service retail operation in the U.S. The preliminary aggregate cash purchase price for these acquisitions was approximately $75 million , net of cash acquired. We are in the process of completing the purchase accounting for our July 2015 acquisitions, and as a result, we are unable to disclose the amounts recognized for each major class of assets acquired and liabilities assumed, or the pro forma effect of the acquisitions on our results of operations in the U.S. On January 3, 2014 , we completed our acquisition of Keystone Automotive Holdings, Inc. ("Keystone Specialty"), which is a leading distributor and marketer of specialty vehicle aftermarket equipment and accessories in North America. Total acquisition date fair value of the consideration for our Keystone Specialty acquisition was $471.9 million , composed of $427.1 million of cash (net of cash acquired), $31.5 million of notes payable and $13.4 million of other purchase price obligations (non-interest bearing). We recorded $237.7 million of goodwill related to our acquisition of Keystone Specialty, which we do not expect to be deductible for income tax purposes. In addition to our acquisition of Keystone Specialty, we made 22 acquisitions during 2014 , including nine wholesale businesses in North America, nine wholesale businesses in Europe, two self service retail operations, and two specialty vehicle aftermarket businesses. Our European acquisitions included seven aftermarket parts distribution businesses in the Netherlands, five of which were customers of and distributors for our Netherlands subsidiary, Sator. Our European acquisitions were completed with the objective of aligning our Netherlands and U.K. distribution models; our other acquisitions completed during the year ended December 31, 2014 enabled us to expand existing markets, introduce new product lines, and enter new markets. Total acquisition date fair value of the consideration for these additional acquisitions was $359.1 million , composed of $334.3 million of cash (net of cash acquired), $13.5 million of notes payable, $0.3 million of other purchase price obligations (non-interest bearing), $5.9 million for the estimated value of contingent payments to former owners (with maximum potential payments totaling $8.3 million ), and $5.1 million of pre-existing balances between us and the acquired entities considered to be effectively settled as a result of the acquisitions. During the year ended December 31, 2014 , we recorded $178.0 million of goodwill related to these acquisitions and immaterial adjustments to preliminary purchase price allocations related to certain of our 2013 acquisitions. We expect $44.2 million of the $178.0 million of goodwill recorded to be deductible for income tax purposes. Our acquisitions are accounted for under the purchase method of accounting and are included in our unaudited condensed consolidated 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 six months ended June 30, 2015 and the last six months of 2014 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 year ended December 31, 2014 are as follows (in thousands): Year Ended December 31, 2014 Keystone Specialty Other Acquisitions Total Receivables $ 48,473 $ 75,330 $ 123,803 Receivable reserves (7,748 ) (7,383 ) (15,131 ) Inventory 150,696 123,815 274,511 Income taxes receivable 14,096 — 14,096 Prepaid expenses and other current assets 8,085 4,050 12,135 Property and equipment 38,080 27,026 65,106 Goodwill 237,729 177,974 415,703 Other intangibles 78,110 51,135 129,245 Other assets 6,159 2,793 8,952 Deferred income taxes (26,591 ) 313 (26,278 ) Current liabilities assumed (63,513 ) (52,961 ) (116,474 ) Debt assumed — (32,441 ) (32,441 ) Other noncurrent liabilities assumed (11,675 ) (10,573 ) (22,248 ) Contingent consideration liabilities — (5,854 ) (5,854 ) Other purchase price obligations (13,351 ) (333 ) (13,684 ) Notes issued (31,500 ) (13,535 ) (45,035 ) Settlement of pre-existing balances — (5,052 ) (5,052 ) Cash used in acquisitions, net of cash acquired $ 427,050 $ 334,304 $ 761,354 The primary reason for our acquisitions made during the six months ended June 30, 2015 and the year ended December 31, 2014 was to create economic value for our stockholders by enhancing our position as a leading source for alternative collision and mechanical repair products and expanding into other product lines and businesses that may benefit from our operating strengths. Our acquisition of Keystone Specialty allows us to enter into new product lines and increase the size of our addressable market. In addition, we believe that the acquisition creates logistics and administrative cost synergies as well as cross-selling opportunities, which contributed to the goodwill recorded on the Keystone Specialty acquisition. Other acquisitions completed during 2014 and 2015 enabled us to expand our distribution network in the Netherlands, and expand our geographic presence. 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 will result in purchase prices that include a significant amount of goodwill. The following pro forma summary presents the effect of the businesses acquired during the six months ended June 30, 2015 as though the businesses had been acquired as of January 1, 2014 and the businesses acquired during the year ended December 31, 2014 , including the Keystone Specialty acquisition on January 3, 2014, as though they had been acquired as of January 1, 2013 . The pro forma adjustments are based upon unaudited financial information of the acquired entities (in thousands, except per share data): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Revenue, as reported $ 1,838,070 $ 1,709,132 $ 3,611,982 $ 3,334,909 Revenue of purchased businesses for the period prior to acquisition: Keystone Specialty — — — 3,443 Other acquisitions 6,726 132,610 28,193 278,764 Pro forma revenue $ 1,844,796 $ 1,841,742 $ 3,640,175 $ 3,617,116 Net income, as reported $ 119,722 $ 104,882 $ 226,817 $ 209,535 Net income of purchased businesses for the period prior to acquisition, and pro forma purchase accounting adjustments: Keystone Specialty — 144 — 408 Other acquisitions 921 6,255 2,620 8,906 Pro forma net income $ 120,643 $ 111,281 $ 229,437 $ 218,849 Earnings per share, basic—as reported $ 0.39 $ 0.35 $ 0.75 $ 0.69 Effect of purchased businesses for the period prior to acquisition: Keystone Specialty — 0.00 — 0.00 Other acquisitions 0.00 0.02 0.01 0.03 Pro forma earnings per share, basic (1) $ 0.40 $ 0.37 $ 0.75 $ 0.73 Earnings per share, diluted—as reported $ 0.39 $ 0.34 $ 0.74 $ 0.69 Effect of purchased businesses for the period prior to acquisition: Keystone Specialty — 0.00 — 0.00 Other acquisitions 0.00 0.02 0.01 0.03 Pro forma earnings per share, diluted (1) $ 0.39 $ 0.36 $ 0.75 $ 0.72 (1) 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. Additionally, the pro forma impact of our Keystone Specialty acquisition reflects the elimination of acquisition related expenses totaling $0.2 million for the six months ended June 30, 2014 , which do not have a continuing impact on our operating results. Refer to Note 9, "Restructuring and Acquisition Related Expenses," for further information regarding our acquisition related expenses. These pro forma results are not necessarily indicative of what would have occurred if the acquisitions had been in effect for the periods presented or of future results. |
Restructuring and Acquisition R
Restructuring and Acquisition Related Expenses | 6 Months Ended |
Jun. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Acquisition Related Expenses | Acquisition Related Expenses Acquisition related expenses, which include external costs such as legal, accounting and advisory fees, totaled $0.7 million and $1.3 million for the three and six months ended June 30, 2015 , respectively. Expenses incurred during the three and six months ended June 30, 2014 totaled $1.7 million and $1.9 million , respectively. Of our 2015 expenses, $1.0 million was related to the acquisitions of seven aftermarket distribution businesses in the Netherlands during the first half of 2015 and $0.3 million was related to potential acquisitions. The expenses incurred in the first half of 2014 were primarily related to our acquisitions of five aftermarket distribution businesses in the Netherlands. Acquisition Integration Plans During the three and six months ended June 30, 2015 , we incurred $0.9 million and $6.9 million of restructuring expenses, respectively. Expenses incurred during the three and six months ended June 30, 2015 were primarily a result of the integration of our October 2014 acquisition of a supplier of parts for recreational vehicles into our Specialty business. During the three and six months ended June 30, 2014 , we incurred $4.2 million and $7.4 million of restructuring expenses, respectively. Expenses incurred during the six months ended June 30, 2014 were primarily a result of the integration of our acquisition of Keystone Specialty into our existing business. These 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 to incur additional expenses related to the integration of certain of our acquisitions into our existing operations throughout 2015. These integration activities are expected to include the closure of duplicate facilities, termination of employees in connection with the consolidation of overlapping facilities with our existing business, and moving expenses. Future expenses to complete these integration plans are expected to be less than $5.0 million . |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | The following chart sets forth the computation of earnings per share (in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Net Income $ 119,722 $ 104,882 $ 226,817 $ 209,535 Denominator for basic earnings per share—Weighted-average shares outstanding 304,286 302,030 304,145 301,719 Effect of dilutive securities: RSUs 732 821 700 876 Stock options 2,229 2,981 2,260 3,074 Restricted stock — 5 — 8 Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding 307,247 305,837 307,105 305,677 Earnings per share, basic $ 0.39 $ 0.35 $ 0.75 $ 0.69 Earnings per share, diluted $ 0.39 $ 0.34 $ 0.74 $ 0.69 The following table sets forth the number of employee stock-based compensation awards outstanding but not included in the computation of diluted earnings per share because their effect would have been antidilutive for the three and six months ended June 30, 2015 and 2014 (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Antidilutive securities: RSUs 310 405 323 203 Stock options 98 117 99 122 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
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 six months ended June 30, 2015 was 35.2% compared with 34.0% for the comparable prior year period. The higher effective income tax rate for the six months ended June 30, 2015 is primarily a result of our expected geographic distribution of income, as we expect a smaller proportion of our annual pretax income will be earned in the typically lower tax rate international jurisdictions. In addition, the tax provision for the first six months of 2015 includes unfavorable discrete items of $0.3 million primarily as a result of U.S. state deferred tax adjustments, compared to $0.1 million of unfavorable discrete items during the prior year period. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | The components of Accumulated Other Comprehensive Income (Loss) are as follows (in thousands): Three Months Ended Three Months Ended June 30, 2015 June 30, 2014 Foreign Unrealized (Loss) Gain Unrealized (Loss) Gain Accumulated Foreign Unrealized (Loss) Gain Unrealized Gain (Loss) on Pension Plan Accumulated Beginning balance $ (81,883 ) $ (3,118 ) $ (9,623 ) $ (94,624 ) $ 24,343 $ (4,803 ) $ 664 $ 20,204 Pretax income (loss) 44,510 (166 ) — 44,344 15,879 466 — 16,345 Income tax effect — 69 — 69 — (122 ) — (122 ) Reclassification of unrealized gain (loss) — 1,564 (27 ) 1,537 — 133 (43 ) 90 Reclassification of deferred income taxes — (549 ) 6 (543 ) — (20 ) 13 (7 ) Ending Balance $ (37,373 ) $ (2,200 ) $ (9,644 ) $ (49,217 ) $ 40,222 $ (4,346 ) $ 634 $ 36,510 Six Months Ended Six Months Ended June 30, 2015 June 30, 2014 Foreign Unrealized (Loss) Gain Unrealized (Loss) Gain Accumulated Foreign Unrealized (Loss) Gain Unrealized Gain (Loss) on Pension Plan Accumulated Beginning balance $ (27,073 ) $ (3,401 ) $ (9,751 ) $ (40,225 ) $ 24,906 $ (5,596 ) $ 701 $ 20,011 Pretax (loss) income (10,300 ) (1,239 ) — (11,539 ) 15,316 (176 ) — 15,140 Income tax effect — 439 — 439 — 46 — 46 Reclassification of unrealized gain (loss) — 3,085 143 3,228 — 2,093 (90 ) 2,003 Reclassification of deferred income taxes — (1,084 ) (36 ) (1,120 ) — (713 ) 23 (690 ) Ending Balance $ (37,373 ) $ (2,200 ) $ (9,644 ) $ (49,217 ) $ 40,222 $ (4,346 ) $ 634 $ 36,510 Unrealized losses on our interest rate swap contracts totaling $1.6 million and $3.1 million were reclassified to interest expense in our Unaudited Condensed Consolidated Statements of Income during the three and six months ended June 30, 2015 , respectively. During the three and six months ended June 30, 2014 , unrealized losses of $1.6 million and $3.1 million , respectively related to our interest rate swaps were reclassified to interest expense. The remaining reclassification of unrealized gains during the three and six months ended June 30, 2014 related to our foreign currency forward contracts and was recorded to other income in our our Unaudited Condensed Consolidated Statements of Income. These gains offset the remeasurement of certain of our intercompany balances. The deferred income taxes related to our cash flow hedges were reclassified from Accumulated Other Comprehensive Income to income tax expense. |
Segment and Geographic Informat
Segment and Geographic Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | We have four operating segments: Wholesale – North America; Wholesale – Europe; Self Service; and Specialty. Our Wholesale – North America and Self Service operating segments are aggregated into one reportable segment, North America, because they possess similar economic characteristics and have common products and services, customers, and methods of distribution. Therefore, we present three reportable segments: North America, Europe and Specialty. The following tables present our financial performance by reportable segment for the periods indicated (in thousands): North America Europe Specialty Eliminations Consolidated Three Months Ended June 30, 2015 Revenue: Third Party $ 1,044,779 $ 509,833 $ 283,458 $ — $ 1,838,070 Intersegment 372 70 872 (1,314 ) — Total segment revenue $ 1,045,151 $ 509,903 $ 284,330 $ (1,314 ) $ 1,838,070 Segment EBITDA $ 138,880 $ 53,943 $ 40,198 $ — $ 233,021 Depreciation and amortization 17,249 8,704 5,092 — 31,045 Three Months Ended June 30, 2014 Revenue: Third Party $ 1,025,989 $ 465,173 $ 217,970 $ — $ 1,709,132 Intersegment 101 — 430 (531 ) — Total segment revenue $ 1,026,090 $ 465,173 $ 218,400 $ (531 ) $ 1,709,132 Segment EBITDA $ 137,150 $ 45,945 $ 28,356 $ — $ 211,451 Depreciation and amortization 17,508 8,491 5,048 — 31,047 North America Europe Specialty Eliminations Consolidated Six Months Ended June 30, 2015 Revenue: Third Party $ 2,090,858 $ 997,179 $ 523,945 $ — $ 3,611,982 Intersegment 466 70 1,607 (2,143 ) — Total segment revenue $ 2,091,324 $ 997,249 $ 525,552 $ (2,143 ) $ 3,611,982 Segment EBITDA $ 288,268 $ 100,466 $ 65,602 $ — $ 454,336 Depreciation and amortization 34,515 17,055 10,144 — 61,714 Six Months Ended June 30, 2014 Revenue: Third Party $ 2,055,255 $ 884,887 $ 394,767 $ — $ 3,334,909 Intersegment 134 — 656 (790 ) — Total segment revenue $ 2,055,389 $ 884,887 $ 395,423 $ (790 ) $ 3,334,909 Segment EBITDA $ 283,288 $ 87,100 $ 46,160 $ — $ 416,548 Depreciation and amortization 34,653 15,457 8,783 — 58,893 The key measure of segment profit or loss reviewed by our chief operating decision maker, who is our Chief Executive Officer, is Segment 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 is calculated as EBITDA excluding restructuring and acquisition related expenses, change in fair value of contingent consideration liabilities and equity in earnings of unconsolidated subsidiaries. EBITDA, which is the basis for Segment EBITDA, is calculated as net income excluding depreciation, amortization, interest (including loss on debt extinguishment) and taxes. Loss on debt extinguishment is considered a component of interest in calculating EBITDA, as the write-off of debt issuance costs is similar to the treatment of debt issuance cost amortization. The table below provides a reconciliation from Segment EBITDA to Net Income (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Segment EBITDA $ 233,021 $ 211,451 $ 454,336 $ 416,548 Deduct: Restructuring and acquisition related expenses (1) 1,663 5,901 8,151 9,222 Change in fair value of contingent consideration liabilities (2) 125 (790 ) 276 (2,012 ) Add: Equity in earnings of unconsolidated subsidiaries (1,162 ) (442 ) (3,070 ) (478 ) EBITDA 230,071 205,898 442,839 408,860 Depreciation and amortization 31,045 31,047 61,714 58,893 Interest expense, net 14,622 15,628 29,528 31,746 Loss on debt extinguishment — — — 324 Provision for income taxes 64,682 54,341 124,780 108,362 Net income $ 119,722 $ 104,882 $ 226,817 $ 209,535 (1) See Note 9, "Restructuring and Acquisition Related Expenses," for further information. (2) See Note 6, "Fair Value Measurements," for further information on our contingent consideration liabilities. The following table presents capital expenditures, which includes additions to property and equipment, by reportable segment (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Capital Expenditures North America $ 14,744 $ 21,355 $ 30,147 $ 40,276 Europe 22,303 10,824 30,172 24,275 Specialty 3,620 1,436 6,444 2,780 $ 40,667 $ 33,615 $ 66,763 $ 67,331 The following table presents assets by reportable segment (in thousands): June 30, December 31, 2015 2014 Receivables, net North America $ 330,322 $ 322,713 Europe 234,842 227,987 Specialty 86,107 50,722 Total receivables, net 651,271 601,422 Inventory North America 791,840 826,429 Europe 386,611 402,488 Specialty 223,948 204,930 Total inventory 1,402,399 1,433,847 Property and Equipment, net North America 454,733 456,288 Europe 147,773 128,309 Specialty 47,547 45,390 Total property and equipment, net 650,053 629,987 Other unallocated assets 2,930,819 2,908,236 Total assets $ 5,634,542 $ 5,573,492 We report net 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 deferred income taxes. The majority of our operations are conducted in the U.S. Our European operations are located in the U.K., the Netherlands, Belgium, France, Sweden, and Norway. 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, other alternative parts operations in Guatemala, and administrative support functions in India. Our net sales are 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 Six Months Ended June 30, June 30, 2015 2014 2015 2014 Revenue United States $ 1,228,424 $ 1,135,298 $ 2,423,369 $ 2,243,168 United Kingdom 347,064 337,931 690,671 654,877 Other countries 262,582 235,903 497,942 436,864 $ 1,838,070 $ 1,709,132 $ 3,611,982 $ 3,334,909 The following table sets forth our tangible long-lived assets by geographic area (in thousands): June 30, December 31, 2015 2014 Long-lived Assets United States $ 472,737 $ 469,450 United Kingdom 113,022 92,813 Other countries 64,294 67,724 $ 650,053 $ 629,987 The following table sets forth our revenue by product category (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Aftermarket, other new and refurbished products $ 1,296,168 $ 1,169,021 $ 2,542,639 $ 2,273,670 Recycled, remanufactured and related products and services 408,180 371,840 806,625 736,744 Other 133,722 168,271 262,718 324,495 $ 1,838,070 $ 1,709,132 $ 3,611,982 $ 3,334,909 Our North American reportable segment generates revenue from all of our product categories, while our European and Specialty segments generate 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. |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 6 Months Ended |
Jun. 30, 2014 | |
Condensed Consolidating Financial Information [Abstract] | |
Condensed Consolidating Financial Information | LKQ Corporation (the "Parent") issued, and certain of its 100% owned subsidiaries (the "Guarantors") have fully and unconditionally guaranteed, jointly and severally, the Company's Notes due on May 15, 2023. A Guarantor's guarantee will be unconditionally and automatically released and discharged upon the occurrence of any of the following events: (i) a transfer (including as a result of consolidation or merger) by the Guarantor to any person that is not a Guarantor of all or substantially all assets and properties of such Guarantor, provided the Guarantor is also released from its obligations with respect to indebtedness under the Credit Agreement or other indebtedness of ours, which obligation gave rise to the guarantee of the Notes; (ii) a transfer (including as a result of consolidation or merger) to any person that is not a Guarantor of the equity interests of a Guarantor or issuance by a Guarantor of its equity interests such that the Guarantor ceases to be a subsidiary, as defined in the Indenture, provided the Guarantor is also released from its obligations with respect to indebtedness under the Credit Agreement or other indebtedness of ours, which obligation gave rise to the guarantee of the Notes; (iii) the release of the Guarantor from its obligations with respect to indebtedness under the Credit Agreement or other indebtedness of ours, which obligation gave rise to the guarantee of the Notes; and (iv) upon legal defeasance, covenant defeasance or satisfaction and discharge of the Indenture, as defined in the Indenture. Presented below are the unaudited condensed consolidating financial statements of the Parent, the Guarantors, the non-guarantor subsidiaries (the "Non-Guarantors"), and the elimination entries necessary to present the Company's financial statements on a consolidated basis as required by Rule 3-10 of Regulation S-X of the Securities Exchange Act of 1934 resulting from the guarantees of the Notes. Investments in consolidated subsidiaries have been presented under the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries, intercompany balances, and intercompany revenue and expenses. The unaudited condensed consolidating financial statements below have been prepared from the Company's financial information on the same basis of accounting as the unaudited condensed consolidated financial statements, and may not necessarily be indicative of the financial position, results of operations or cash flows had the Parent, Guarantors and Non-Guarantors operated as independent entities. LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands) June 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current Assets: Cash and equivalents $ 45,801 $ 28,715 $ 68,907 $ — $ 143,423 Receivables, net — 261,226 390,045 — 651,271 Intercompany receivables, net 3,038 — 14,813 (17,851 ) — Inventory — 946,939 455,460 — 1,402,399 Deferred income taxes 3,456 71,356 3,156 — 77,968 Prepaid expenses and other current assets 10,241 38,864 48,455 — 97,560 Total Current Assets 62,536 1,347,100 980,836 (17,851 ) 2,372,621 Property and Equipment, net 415 473,999 175,639 — 650,053 Intangible Assets: Goodwill — 1,567,993 718,525 — 2,286,518 Other intangibles, net — 146,056 82,524 — 228,580 Investment in Subsidiaries 3,338,540 293,779 — (3,632,319 ) — Intercompany Notes Receivable 627,948 23,579 — (651,527 ) — Other Assets 50,613 23,392 25,820 (3,055 ) 96,770 Total Assets $ 4,080,052 $ 3,875,898 $ 1,983,344 $ (4,304,752 ) $ 5,634,542 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 1,381 $ 178,731 $ 212,839 $ — $ 392,951 Intercompany payables, net — 14,813 3,038 (17,851 ) — Accrued expenses: Accrued payroll-related liabilities 5,413 36,590 27,324 — 69,327 Other accrued expenses 5,679 87,394 90,350 — 183,423 Other current liabilities 283 16,788 24,215 — 41,286 Current portion of long-term obligations 23,661 4,209 11,508 — 39,378 Total Current Liabilities 36,417 338,525 369,274 (17,851 ) 726,365 Long-Term Obligations, Excluding Current Portion 1,056,375 6,705 588,984 — 1,652,064 Intercompany Notes Payable — 611,085 40,442 (651,527 ) — Deferred Income Taxes — 165,144 16,434 (3,055 ) 178,523 Other Noncurrent Liabilities 33,167 65,271 25,059 — 123,497 Stockholders’ Equity 2,954,093 2,689,168 943,151 (3,632,319 ) 2,954,093 Total Liabilities and Stockholders' Equity $ 4,080,052 $ 3,875,898 $ 1,983,344 $ (4,304,752 ) $ 5,634,542 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands) December 31, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current Assets: Cash and equivalents $ 14,930 $ 32,103 $ 67,572 $ — $ 114,605 Receivables, net 145 217,542 383,735 — 601,422 Intercompany receivables, net 1,360 — 8,048 (9,408 ) — Inventory — 964,477 469,370 — 1,433,847 Deferred income taxes 4,064 62,850 10,215 4,615 81,744 Prepaid expenses and other current assets 20,640 36,553 28,606 — 85,799 Total Current Assets 41,139 1,313,525 967,546 (4,793 ) 2,317,417 Property and Equipment, net 494 470,791 158,702 — 629,987 Intangible Assets: Goodwill — 1,563,796 725,099 — 2,288,895 Other intangibles, net — 155,819 89,706 — 245,525 Investment in Subsidiaries 3,216,039 279,967 — (3,496,006 ) — Intercompany Notes Receivable 667,949 23,449 — (691,398 ) — Other Assets 49,601 24,457 20,481 (2,871 ) 91,668 Total Assets $ 3,975,222 $ 3,831,804 $ 1,961,534 $ (4,195,068 ) $ 5,573,492 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 682 $ 182,607 $ 216,913 $ — $ 400,202 Intercompany payables, net — 8,048 1,360 (9,408 ) — Accrued expenses: Accrued payroll-related liabilities 8,075 48,850 29,091 — 86,016 Other accrued expenses 8,061 83,857 72,230 — 164,148 Other current liabilities 283 16,197 15,720 4,615 36,815 Current portion of long-term obligations 55,172 4,599 3,744 — 63,515 Total Current Liabilities 72,273 344,158 339,058 (4,793 ) 750,696 Long-Term Obligations, Excluding Current Portion 1,150,624 6,561 643,862 — 1,801,047 Intercompany Notes Payable — 649,824 41,574 (691,398 ) — Deferred Income Taxes — 156,727 27,806 (2,871 ) 181,662 Other Noncurrent Liabilities 31,668 60,213 27,549 — 119,430 Stockholders’ Equity 2,720,657 2,614,321 881,685 (3,496,006 ) 2,720,657 Total Liabilities and Stockholders’ Equity $ 3,975,222 $ 3,831,804 $ 1,961,534 $ (4,195,068 ) $ 5,573,492 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Three Months Ended June 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,269,541 $ 599,744 $ (31,215 ) $ 1,838,070 Cost of goods sold — 770,026 375,315 (31,215 ) 1,114,126 Gross margin — 499,515 224,429 — 723,944 Facility and warehouse expenses — 100,289 36,090 — 136,379 Distribution expenses — 102,753 47,286 — 150,039 Selling, general and administrative expenses 8,761 119,958 77,077 — 205,796 Restructuring and acquisition related expenses — 1,185 478 — 1,663 Depreciation and amortization 39 19,873 9,870 — 29,782 Operating (loss) income (8,800 ) 155,457 53,628 — 200,285 Other expense (income): Interest expense (income), net 12,241 (172 ) 2,553 — 14,622 Intercompany interest (income) expense, net (10,378 ) 7,056 3,322 — — Change in fair value of contingent consideration liabilities — 55 70 — 125 Other expense (income), net 2 (1,161 ) 1,131 — (28 ) Total other expense, net 1,865 5,778 7,076 — 14,719 (Loss) income before (benefit) provision for income taxes (10,665 ) 149,679 46,552 — 185,566 (Benefit) provision for income taxes (4,294 ) 59,495 9,481 — 64,682 Equity in earnings of unconsolidated subsidiaries — 19 (1,181 ) — (1,162 ) Equity in earnings of subsidiaries 126,093 7,335 — (133,428 ) — Net income $ 119,722 $ 97,538 $ 35,890 $ (133,428 ) $ 119,722 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Three Months Ended June 30, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,179,984 $ 561,876 $ (32,728 ) $ 1,709,132 Cost of goods sold — 717,251 353,550 (32,728 ) 1,038,073 Gross margin — 462,733 208,326 — 671,059 Facility and warehouse expenses — 93,086 35,420 — 128,506 Distribution expenses — 97,846 48,698 — 146,544 Selling, general and administrative expenses 7,099 113,029 66,457 — 186,585 Restructuring and acquisition related expenses — 3,496 2,405 — 5,901 Depreciation and amortization 59 20,296 9,572 — 29,927 Operating (loss) income (7,158 ) 134,980 45,774 — 173,596 Other expense (income): Interest expense, net 12,576 44 3,008 — 15,628 Intercompany interest (income) expense, net (10,866 ) 4,051 6,815 — — Change in fair value of contingent consideration liabilities — (847 ) 57 — (790 ) Other (income) expense, net (59 ) (1,617 ) 769 — (907 ) Total other expense, net 1,651 1,631 10,649 — 13,931 (Loss) income before (benefit) provision for income taxes (8,809 ) 133,349 35,125 — 159,665 (Benefit) provision for income taxes (3,687 ) 50,518 7,510 — 54,341 Equity in earnings of unconsolidated subsidiaries — 15 (457 ) — (442 ) Equity in earnings of subsidiaries 110,004 9,631 — (119,635 ) — Net income $ 104,882 $ 92,477 $ 27,158 $ (119,635 ) $ 104,882 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Six Months Ended June 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 2,495,449 $ 1,182,687 $ (66,154 ) $ 3,611,982 Cost of goods sold — 1,510,829 743,884 (66,154 ) 2,188,559 Gross margin — 984,620 438,803 — 1,423,423 Facility and warehouse expenses — 198,050 70,986 — 269,036 Distribution expenses — 198,745 93,008 — 291,753 Selling, general and administrative expenses 16,392 241,620 151,025 — 409,037 Restructuring and acquisition related expenses — 7,245 906 — 8,151 Depreciation and amortization 79 39,764 19,392 — 59,235 Operating (loss) income (16,471 ) 299,196 103,486 — 386,211 Other expense (income): Interest expense (income), net 24,555 (129 ) 5,102 — 29,528 Intercompany interest (income) expense, net (21,201 ) 14,315 6,886 — — Change in fair value of contingent consideration liabilities — 110 166 — 276 Other expense (income), net 27 (2,951 ) 4,664 — 1,740 Total other expense, net 3,381 11,345 16,818 — 31,544 (Loss) income before (benefit) provision for income taxes (19,852 ) 287,851 86,668 — 354,667 (Benefit) provision for income taxes (8,049 ) 115,272 17,557 — 124,780 Equity in earnings of unconsolidated subsidiaries — 30 (3,100 ) — (3,070 ) Equity in earnings of subsidiaries 238,620 14,595 — (253,215 ) — Net income $ 226,817 $ 187,204 $ 66,011 $ (253,215 ) $ 226,817 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Six Months Ended June 30, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 2,320,304 $ 1,076,395 $ (61,790 ) $ 3,334,909 Cost of goods sold — 1,397,881 675,875 (61,790 ) 2,011,966 Gross margin — 922,423 400,520 — 1,322,943 Facility and warehouse expenses — 186,186 68,479 — 254,665 Distribution expenses — 192,730 91,143 — 283,873 Selling, general and administrative expenses 15,010 227,112 128,993 — 371,115 Restructuring and acquisition related expenses — 6,484 2,738 — 9,222 Depreciation and amortization 118 38,964 17,556 — 56,638 Operating (loss) income (15,128 ) 270,947 91,611 — 347,430 Other expense (income): Interest expense, net 26,245 115 5,386 — 31,746 Intercompany interest (income) expense, net (23,190 ) 10,072 13,118 — — Loss on debt extinguishment 324 — — — 324 Change in fair value of contingent consideration liabilities — (2,237 ) 225 — (2,012 ) Other (income) expense, net (74 ) (3,378 ) 2,449 — (1,003 ) Total other expense, net 3,305 4,572 21,178 — 29,055 (Loss) income before (benefit) provision for income taxes (18,433 ) 266,375 70,433 — 318,375 (Benefit) provision for income taxes (7,302 ) 100,739 14,925 — 108,362 Equity in earnings of unconsolidated subsidiaries — 15 (493 ) — (478 ) Equity in earnings of subsidiaries 220,666 18,377 — (239,043 ) — Net income $ 209,535 $ 184,028 $ 55,015 $ (239,043 ) $ 209,535 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Three Months Ended June 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 119,722 $ 97,538 $ 35,890 $ (133,428 ) $ 119,722 Other comprehensive income (loss), net of tax: Foreign currency translation 44,510 13,134 44,216 (57,350 ) 44,510 Net change in unrecognized gains/losses on derivative instruments, net of tax 918 — 191 (191 ) 918 Net change in unrealized gains/losses on pension plan, net of tax (21 ) — (21 ) 21 (21 ) Total other comprehensive income 45,407 13,134 44,386 (57,520 ) 45,407 Total comprehensive income $ 165,129 $ 110,672 $ 80,276 $ (190,948 ) $ 165,129 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Three Months Ended June 30, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 104,882 $ 92,477 $ 27,158 $ (119,635 ) $ 104,882 Other comprehensive income (loss), net of tax: Foreign currency translation 15,879 7,598 14,891 (22,489 ) 15,879 Net change in unrecognized gains/losses on derivative instruments, net of tax 457 — 296 (296 ) 457 Change in unrealized gain on pension plan, net of tax (30 ) — (30 ) 30 (30 ) Total other comprehensive income 16,306 7,598 15,157 (22,755 ) 16,306 Total comprehensive income $ 121,188 $ 100,075 $ 42,315 $ (142,390 ) $ 121,188 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Six Months Ended June 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 226,817 $ 187,204 $ 66,011 $ (253,215 ) $ 226,817 Other comprehensive (loss) income, net of tax: Foreign currency translation (10,300 ) (1,238 ) (8,583 ) 9,821 (10,300 ) Net change in unrecognized gains/losses on derivative instruments, net of tax 1,201 — 129 (129 ) 1,201 Net change in unrealized gains/losses on pension plan, net of tax 107 — 107 (107 ) 107 Total other comprehensive loss (8,992 ) (1,238 ) (8,347 ) 9,585 (8,992 ) Total comprehensive income $ 217,825 $ 185,966 $ 57,664 $ (243,630 ) $ 217,825 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Six Months Ended June 30, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 209,535 $ 184,028 $ 55,015 $ (239,043 ) $ 209,535 Other comprehensive income (loss), net of tax: Foreign currency translation 15,316 7,520 15,312 (22,832 ) 15,316 Net change in unrecognized gains/losses on derivative instruments, net of tax 1,250 — 181 (181 ) 1,250 Change in unrealized gain on pension plan, net of tax (67 ) — (67 ) 67 (67 ) Total other comprehensive income 16,499 7,520 15,426 (22,946 ) 16,499 Total comprehensive income $ 226,034 $ 191,548 $ 70,441 $ (261,989 ) $ 226,034 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Six Months Ended June 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 121,024 $ 188,713 $ 89,630 $ (116,668 ) $ 282,699 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (3 ) (34,791 ) (31,969 ) — (66,763 ) Investment and intercompany note activity with subsidiaries 30,818 — — (30,818 ) — Acquisitions, net of cash acquired — (6,583 ) (30,625 ) — (37,208 ) Other investing activities, net — 585 (5,794 ) — (5,209 ) Net cash provided by (used in) investing activities 30,815 (40,789 ) (68,388 ) (30,818 ) (109,180 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 3,288 — — — 3,288 Excess tax benefit from stock-based payments 6,737 — — — 6,737 Taxes paid related to net share settlements of stock-based compensation awards (5,243 ) — — — (5,243 ) Borrowings under revolving credit facilities 132,000 — 67,621 — 199,621 Repayments under revolving credit facilities (215,000 ) — (79,276 ) — (294,276 ) Repayments under term loans (11,250 ) — — — (11,250 ) Borrowings under receivables securitization facility — — 2,100 — 2,100 Repayments under receivables securitization facility — — (1,758 ) — (1,758 ) Repayments of other long-term debt (31,500 ) (596 ) (9,994 ) — (42,090 ) Payments of other obligations — (2,050 ) — — (2,050 ) Investment and intercompany note activity with parent — (32,051 ) 1,233 30,818 — Dividends — (116,668 ) — 116,668 — Net cash used in financing activities (120,968 ) (151,365 ) (20,074 ) 147,486 (144,921 ) Effect of exchange rate changes on cash and equivalents — 53 167 — 220 Net increase (decrease) in cash and equivalents 30,871 (3,388 ) 1,335 — 28,818 Cash and equivalents, beginning of period 14,930 32,103 67,572 — 114,605 Cash and equivalents, end of period $ 45,801 $ 28,715 $ 68,907 $ — $ 143,423 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Six Months Ended June 30, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ 149,099 $ 213,507 $ (60,182 ) $ (150,220 ) $ 152,204 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (32 ) (39,338 ) (27,961 ) — (67,331 ) Investment and intercompany note activity with subsidiaries (213,812 ) (607 ) — 214,419 — Acquisitions, net of cash acquired — (518,736 ) (116,596 ) — (635,332 ) Other investing activities, net — 420 (79 ) — 341 Net cash used in investing activities (213,844 ) (558,261 ) (144,636 ) 214,419 (702,322 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 4,207 — — — 4,207 Excess tax benefit from stock-based payments 9,747 — — — 9,747 Debt issuance costs (3,640 ) — (75 ) — (3,715 ) Borrowings under revolving credit facilities 633,000 — 527,461 — 1,160,461 Repayments under revolving credit facilities (625,000 ) — (49,432 ) — (674,432 ) Borrowings under term loans 11,250 — — — 11,250 Repayments under term loans (5,625 ) — — — (5,625 ) Borrowings under receivables securitization facility — — 80,000 — 80,000 Repayments of other long-term debt (1,920 ) (1,592 ) (10,017 ) — (13,529 ) Payments of other obligations — (407 ) (41,527 ) — (41,934 ) Settlement of foreign currency forward contract (19,959 ) — — — (19,959 ) Investment and intercompany note activity with parent — 497,100 (282,681 ) (214,419 ) — Dividends — (150,220 ) — 150,220 — Net cash provided by financing activities 2,060 344,881 223,729 (64,199 ) 506,471 Effect of exchange rate changes on cash and equivalents — (142 ) 2,865 — 2,723 Net (decrease) increase in cash and equivalents (62,685 ) (15 ) 21,776 — (40,924 ) Cash and equivalents, beginning of period 77,926 13,693 58,869 — 150,488 Cash and equivalents, end of period $ 15,241 $ 13,678 $ 80,645 $ — $ 109,564 |
Financial Statement Informati22
Financial Statement Information (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
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 to, 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 approximately $33.0 million and $31.3 million at June 30, 2015 and December 31, 2014 , 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 Condensed Consolidated Statements of Income and are shown as a current liability on our Unaudited Condensed Consolidated Balance Sheets until remitted. We recognize revenue from the sale of scrap metal, other metals, and cores when title has transferred, which typically occurs upon delivery to the customer. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts We recorded a reserve for uncollectible accounts of approximately $21.1 million and $19.4 million at June 30, 2015 and December 31, 2014 , respectively. |
Inventory | Inventory Inventory consists of the following (in thousands): June 30, December 31, 2015 2014 Aftermarket and refurbished products $ 1,013,084 $ 1,022,549 Salvage and remanufactured products 389,315 411,298 $ 1,402,399 $ 1,433,847 |
Intangible Assets | 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, software and other technology related assets, and covenants not to compete. The changes in the carrying amount of goodwill by reportable segment during the three months ended June 30, 2015 are as follows (in thousands): North America Europe Specialty Total Balance as of January 1, 2015 $ 1,392,032 $ 616,819 $ 280,044 $ 2,288,895 Business acquisitions and adjustments to previously recorded goodwill 4,613 15,048 (1,016 ) 18,645 Exchange rate effects (7,903 ) (13,104 ) (15 ) (21,022 ) Balance as of June 30, 2015 $ 1,388,742 $ 618,763 $ 279,013 $ 2,286,518 The components of other intangibles are as follows (in thousands): June 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trade names and trademarks $ 172,121 $ (39,571 ) $ 132,550 $ 173,340 $ (35,538 ) $ 137,802 Customer relationships 93,533 (33,977 ) 59,556 92,972 (26,751 ) 66,221 Software and other technology related assets 44,290 (14,009 ) 30,281 44,640 (10,387 ) 34,253 Covenants not to compete 10,766 (4,573 ) 6,193 11,074 (3,825 ) 7,249 $ 320,710 $ (92,130 ) $ 228,580 $ 322,026 $ (76,501 ) $ 245,525 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 20 years) on an accelerated basis. Software and other technology related assets are amortized on a straight-line basis over the expected period to be benefited ( five to six years). 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 $16.5 million and $15.8 million during the six months ended June 30, 2015 and 2014 , respectively. Estimated amortization expense for each of the 5 years in the period ending December 31, 2019 is $32.8 million , $29.8 million , $27.3 million , $22.4 million and $17.8 million , respectively. |
Warranty Reserve | 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 that is supported by certain of the suppliers of those 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 are as follows (in thousands): Balance as of January 1, 2015 $ 14,881 Warranty expense 16,686 Warranty claims (15,135 ) Balance as of June 30, 2015 $ 16,432 |
Investments in Unconsolidated Subsidiaries | Investments in Unconsolidated Subsidiaries As of June 30, 2015 , the carrying value of our investments in unconsolidated subsidiaries was $12.5 million ; of this amount, $11.6 million relates to our investment in ACM Parts Pty Ltd ("ACM Parts"). In August 2013, we entered into an agreement with Suncorp Group, a leading general insurance group in Australia and New Zealand, to develop ACM Parts, an alternative vehicle replacement parts business in those countries. We hold a 49% interest in the entity and are contributing 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 is supplying salvage vehicles to the venture as well as assisting 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. During the six months ended June 30, 2015 , we increased our total investment in ACM Parts by $7.5 million , which is reflected in Other investing activities, net on the Unaudited Condensed Consolidated Statements of Cash Flows. Our total ownership interest in ACM Parts remains unchanged as a result of this additional investment. The total of our investment in ACM Parts and other unconsolidated subsidiaries is included within Other Assets on our Unaudited Condensed Consolidated Balance Sheets. Our equity in the net earnings of the investees for the three and six months ended June 30, 2015 was not material. |
Depreciation Expense | Depreciation Expense Included in Cost of Goods Sold on the Unaudited Condensed Consolidated Statements of Income is depreciation expense associated with our refurbishing, remanufacturing, and furnace operations as well as our distribution centers. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"), which was amended in July 2015. This update outlines a new comprehensive revenue recognition model that supersedes most current revenue recognition guidance, and requires companies to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities adopting the standard have the option of using either a full retrospective or modified retrospective approach in the application of this guidance. ASU 2014-09 will be effective for the Company during the first quarter of our fiscal year 2018. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. We are still evaluating the impact that ASU 2014-09 will have on our consolidated financial statements and related disclosures. In April 2015, the FASB issued Accounting Standards Update 2015-03, "Interest-Imputation of Interest " ("ASU 2015-03"). This update simplifies the presentation of debt issuance costs on the financial statements by requiring companies to reduce debt issuance costs from the carrying value of their corresponding liability on the balance sheet, rather than presenting debt issuance costs as deferred charges. ASU 2015-03 will be effective for the Company during the first quarter of our fiscal year 2016. Early adoption is permitted. Entities must retrospectively apply this guidance within the balance sheet for all periods presented in order to reflect the period-specific effects of this new guidance. We do not anticipate the adoption of this guidance will have a material impact on our financial position, results of operations, or cash flows. |
Financial Statement Informati23
Financial Statement Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule Of Inventory | Inventory consists of the following (in thousands): June 30, December 31, 2015 2014 Aftermarket and refurbished products $ 1,013,084 $ 1,022,549 Salvage and remanufactured products 389,315 411,298 $ 1,402,399 $ 1,433,847 |
Changes In Carrying Amount Of Goodwill | The changes in the carrying amount of goodwill by reportable segment during the three months ended June 30, 2015 are as follows (in thousands): North America Europe Specialty Total Balance as of January 1, 2015 $ 1,392,032 $ 616,819 $ 280,044 $ 2,288,895 Business acquisitions and adjustments to previously recorded goodwill 4,613 15,048 (1,016 ) 18,645 Exchange rate effects (7,903 ) (13,104 ) (15 ) (21,022 ) Balance as of June 30, 2015 $ 1,388,742 $ 618,763 $ 279,013 $ 2,286,518 |
Components Of Other Intangibles | The components of other intangibles are as follows (in thousands): June 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trade names and trademarks $ 172,121 $ (39,571 ) $ 132,550 $ 173,340 $ (35,538 ) $ 137,802 Customer relationships 93,533 (33,977 ) 59,556 92,972 (26,751 ) 66,221 Software and other technology related assets 44,290 (14,009 ) 30,281 44,640 (10,387 ) 34,253 Covenants not to compete 10,766 (4,573 ) 6,193 11,074 (3,825 ) 7,249 $ 320,710 $ (92,130 ) $ 228,580 $ 322,026 $ (76,501 ) $ 245,525 |
Changes In Warranty Reserve | The changes in the warranty reserve are as follows (in thousands): Balance as of January 1, 2015 $ 14,881 Warranty expense 16,686 Warranty claims (15,135 ) Balance as of June 30, 2015 $ 16,432 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Unvested Restricted Stock Units Activity | The following table summarizes activity related to our RSUs under the Equity Incentive Plan for the six months ended June 30, 2015 : Number Outstanding Weighted Average Grant Date Fair Value Aggregate Intrinsic Value (in thousands) (1) Unvested as of January 1, 2015 2,151,232 $ 20.97 $ 60,493 Granted 912,113 $ 27.03 Vested (499,746 ) $ 20.07 Forfeited / Canceled (31,503 ) $ 23.26 Unvested as of June 30, 2015 2,532,096 $ 23.30 $ 76,583 Expected to vest after June 30, 2015 2,444,395 $ 23.16 $ 73,931 |
Schedule of Stock Option Activity | The following table summarizes activity related to our stock options under the Equity Incentive Plan for the six months ended June 30, 2015 : Number Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) (1) Balance as of January 1, 2015 5,207,772 $ 8.04 3.6 $ 105,038 Exercised (704,640 ) $ 5.65 Forfeited / Canceled (8,145 ) $ 32.31 Balance as of June 30, 2015 4,494,987 $ 8.37 3.3 $ 98,551 Exercisable as of June 30, 2015 4,396,051 $ 7.83 3.2 $ 98,525 Exercisable as of June 30, 2015 and expected to vest thereafter 4,485,213 $ 8.31 3.3 $ 98,551 |
Schedule Of Pre-Tax Stock-Based Compensation Expense | The following table summarizes the components of pre-tax stock-based compensation expense (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 RSUs $ 5,528 $ 4,795 $ 10,948 $ 10,191 Stock options 40 696 166 1,500 Restricted stock — 46 — 92 Total stock-based compensation expense $ 5,568 $ 5,537 $ 11,114 $ 11,783 |
Long-Term Obligations (Tables)
Long-Term Obligations (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule Of Long-Term Obligations | Long-Term Obligations consist of the following (in thousands): June 30, December 31, 2015 2014 Senior secured credit agreement: Term loans payable $ 421,875 $ 433,125 Revolving credit facilities 541,462 663,912 Senior notes 600,000 600,000 Receivables securitization facility 95,242 94,900 Notes payable through November 2019 at weighted average interest rates of 1.1% and 1.0%, respectively 15,478 45,891 Other long-term debt at weighted average interest rates of 3.6% and 3.1%, respectively 17,385 26,734 1,691,442 1,864,562 Less current maturities (39,378 ) (63,515 ) $ 1,652,064 $ 1,801,047 |
Derivative Instruments and He26
Derivative Instruments and Hedging Activities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Cash Flow Hedges | The following table summarizes the notional amounts and fair values of our designated cash flow hedges as of June 30, 2015 and December 31, 2014 (in thousands): Notional Amount Fair Value at June 30, 2015 (USD) Fair Value at December 31, 2014 (USD) June 30, 2015 December 31, 2014 Other Accrued Expenses Other Noncurrent Liabilities Other Accrued Expenses Other Noncurrent Liabilities Interest rate swap agreements USD denominated $ 420,000 $ 420,000 $ 1,043 $ 1,564 $ 2,691 $ 1,615 GBP denominated £ 50,000 £ 50,000 — 687 — 893 CAD denominated C$ 25,000 C$ 25,000 83 — — 19 Total cash flow hedges $ 1,126 $ 2,251 $ 2,691 $ 2,527 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 June 30, 2015 and December 31, 2014 (in thousands): Balance as of June 30, 2015 Fair Value Measurements as of June 30, 2015 Level 1 Level 2 Level 3 Assets: Cash surrender value of life insurance $ 30,963 $ — $ 30,963 $ — Total Assets $ 30,963 $ — $ 30,963 $ — Liabilities: Contingent consideration liabilities $ 5,191 $ — $ — $ 5,191 Deferred compensation liabilities 30,126 — 30,126 — Interest rate swaps 3,377 — 3,377 — Total Liabilities $ 38,694 $ — $ 33,503 $ 5,191 Balance as of December 31, 2014 Fair Value Measurements as of December 31, 2014 Level 1 Level 2 Level 3 Assets: Cash surrender value of life insurance $ 28,242 $ — $ 28,242 $ — Total Assets $ 28,242 $ — $ 28,242 $ — Liabilities: Contingent consideration liabilities $ 7,295 $ — $ — $ 7,295 Deferred compensation liabilities 27,580 — 27,580 — Interest rate swaps 5,218 — 5,218 — Total Liabilities $ 40,093 $ — $ 32,798 $ 7,295 |
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: June 30, December 31, 2015 2014 Unobservable Input (Weighted Average) Probability of achieving payout targets 73.6 % 79.1 % Discount rate 7.5 % 7.5 % |
Changes In Fair Value Of Contingent Consideration Obligations | Changes in the fair value of our contingent consideration obligations are as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Beginning Balance $ 5,561 $ 57,091 $ 7,295 $ 55,653 Contingent consideration liabilities recorded for business acquisitions — 2,740 — 7,057 Payments (538 ) (50,299 ) (2,205 ) (52,305 ) Increase (decrease) in fair value included in earnings 125 (790 ) 276 (2,012 ) Exchange rate effects 43 20 (175 ) 369 Ending Balance $ 5,191 $ 8,762 $ 5,191 $ 8,762 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Commitments | The future minimum lease commitments under these leases at June 30, 2015 are as follows (in thousands): Six months ending December 31, 2015 $ 74,040 Years ending December 31: 2016 134,413 2017 113,676 2018 92,979 2019 73,985 2020 60,918 Thereafter 218,777 Future Minimum Lease Payments $ 768,788 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Purchase Price Allocations For Acquisitions | The preliminary purchase price allocations for the acquisitions completed during the year ended December 31, 2014 are as follows (in thousands): Year Ended December 31, 2014 Keystone Specialty Other Acquisitions Total Receivables $ 48,473 $ 75,330 $ 123,803 Receivable reserves (7,748 ) (7,383 ) (15,131 ) Inventory 150,696 123,815 274,511 Income taxes receivable 14,096 — 14,096 Prepaid expenses and other current assets 8,085 4,050 12,135 Property and equipment 38,080 27,026 65,106 Goodwill 237,729 177,974 415,703 Other intangibles 78,110 51,135 129,245 Other assets 6,159 2,793 8,952 Deferred income taxes (26,591 ) 313 (26,278 ) Current liabilities assumed (63,513 ) (52,961 ) (116,474 ) Debt assumed — (32,441 ) (32,441 ) Other noncurrent liabilities assumed (11,675 ) (10,573 ) (22,248 ) Contingent consideration liabilities — (5,854 ) (5,854 ) Other purchase price obligations (13,351 ) (333 ) (13,684 ) Notes issued (31,500 ) (13,535 ) (45,035 ) Settlement of pre-existing balances — (5,052 ) (5,052 ) Cash used in acquisitions, net of cash acquired $ 427,050 $ 334,304 $ 761,354 |
Pro Forma Effect Of Businesses Acquired | The following pro forma summary presents the effect of the businesses acquired during the six months ended June 30, 2015 as though the businesses had been acquired as of January 1, 2014 and the businesses acquired during the year ended December 31, 2014 , including the Keystone Specialty acquisition on January 3, 2014, as though they had been acquired as of January 1, 2013 . The pro forma adjustments are based upon unaudited financial information of the acquired entities (in thousands, except per share data): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Revenue, as reported $ 1,838,070 $ 1,709,132 $ 3,611,982 $ 3,334,909 Revenue of purchased businesses for the period prior to acquisition: Keystone Specialty — — — 3,443 Other acquisitions 6,726 132,610 28,193 278,764 Pro forma revenue $ 1,844,796 $ 1,841,742 $ 3,640,175 $ 3,617,116 Net income, as reported $ 119,722 $ 104,882 $ 226,817 $ 209,535 Net income of purchased businesses for the period prior to acquisition, and pro forma purchase accounting adjustments: Keystone Specialty — 144 — 408 Other acquisitions 921 6,255 2,620 8,906 Pro forma net income $ 120,643 $ 111,281 $ 229,437 $ 218,849 Earnings per share, basic—as reported $ 0.39 $ 0.35 $ 0.75 $ 0.69 Effect of purchased businesses for the period prior to acquisition: Keystone Specialty — 0.00 — 0.00 Other acquisitions 0.00 0.02 0.01 0.03 Pro forma earnings per share, basic (1) $ 0.40 $ 0.37 $ 0.75 $ 0.73 Earnings per share, diluted—as reported $ 0.39 $ 0.34 $ 0.74 $ 0.69 Effect of purchased businesses for the period prior to acquisition: Keystone Specialty — 0.00 — 0.00 Other acquisitions 0.00 0.02 0.01 0.03 Pro forma earnings per share, diluted (1) $ 0.39 $ 0.36 $ 0.75 $ 0.72 (1) The sum of the individual earnings per share amounts may not equal the total due to rounding. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 Six Months Ended June 30, June 30, 2015 2014 2015 2014 Net Income $ 119,722 $ 104,882 $ 226,817 $ 209,535 Denominator for basic earnings per share—Weighted-average shares outstanding 304,286 302,030 304,145 301,719 Effect of dilutive securities: RSUs 732 821 700 876 Stock options 2,229 2,981 2,260 3,074 Restricted stock — 5 — 8 Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding 307,247 305,837 307,105 305,677 Earnings per share, basic $ 0.39 $ 0.35 $ 0.75 $ 0.69 Earnings per share, diluted $ 0.39 $ 0.34 $ 0.74 $ 0.69 |
Schedule Of Antidilutive Securities Excluded From Computation Of Diluted Earnings Per Share | The following table sets forth the number of employee stock-based compensation awards outstanding but not included in the computation of diluted earnings per share because their effect would have been antidilutive for the three and six months ended June 30, 2015 and 2014 (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Antidilutive securities: RSUs 310 405 323 203 Stock options 98 117 99 122 |
Accumulated Other Comprehensi31
Accumulated Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Schedule Of Accumulated Other Comprehensive Income (Loss) | The components of Accumulated Other Comprehensive Income (Loss) are as follows (in thousands): Three Months Ended Three Months Ended June 30, 2015 June 30, 2014 Foreign Unrealized (Loss) Gain Unrealized (Loss) Gain Accumulated Foreign Unrealized (Loss) Gain Unrealized Gain (Loss) on Pension Plan Accumulated Beginning balance $ (81,883 ) $ (3,118 ) $ (9,623 ) $ (94,624 ) $ 24,343 $ (4,803 ) $ 664 $ 20,204 Pretax income (loss) 44,510 (166 ) — 44,344 15,879 466 — 16,345 Income tax effect — 69 — 69 — (122 ) — (122 ) Reclassification of unrealized gain (loss) — 1,564 (27 ) 1,537 — 133 (43 ) 90 Reclassification of deferred income taxes — (549 ) 6 (543 ) — (20 ) 13 (7 ) Ending Balance $ (37,373 ) $ (2,200 ) $ (9,644 ) $ (49,217 ) $ 40,222 $ (4,346 ) $ 634 $ 36,510 Six Months Ended Six Months Ended June 30, 2015 June 30, 2014 Foreign Unrealized (Loss) Gain Unrealized (Loss) Gain Accumulated Foreign Unrealized (Loss) Gain Unrealized Gain (Loss) on Pension Plan Accumulated Beginning balance $ (27,073 ) $ (3,401 ) $ (9,751 ) $ (40,225 ) $ 24,906 $ (5,596 ) $ 701 $ 20,011 Pretax (loss) income (10,300 ) (1,239 ) — (11,539 ) 15,316 (176 ) — 15,140 Income tax effect — 439 — 439 — 46 — 46 Reclassification of unrealized gain (loss) — 3,085 143 3,228 — 2,093 (90 ) 2,003 Reclassification of deferred income taxes — (1,084 ) (36 ) (1,120 ) — (713 ) 23 (690 ) Ending Balance $ (37,373 ) $ (2,200 ) $ (9,644 ) $ (49,217 ) $ 40,222 $ (4,346 ) $ 634 $ 36,510 |
Segment and Geographic Inform32
Segment and Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule Of Financial Performance By Reportable Segment | The following tables present our financial performance by reportable segment for the periods indicated (in thousands): North America Europe Specialty Eliminations Consolidated Three Months Ended June 30, 2015 Revenue: Third Party $ 1,044,779 $ 509,833 $ 283,458 $ — $ 1,838,070 Intersegment 372 70 872 (1,314 ) — Total segment revenue $ 1,045,151 $ 509,903 $ 284,330 $ (1,314 ) $ 1,838,070 Segment EBITDA $ 138,880 $ 53,943 $ 40,198 $ — $ 233,021 Depreciation and amortization 17,249 8,704 5,092 — 31,045 Three Months Ended June 30, 2014 Revenue: Third Party $ 1,025,989 $ 465,173 $ 217,970 $ — $ 1,709,132 Intersegment 101 — 430 (531 ) — Total segment revenue $ 1,026,090 $ 465,173 $ 218,400 $ (531 ) $ 1,709,132 Segment EBITDA $ 137,150 $ 45,945 $ 28,356 $ — $ 211,451 Depreciation and amortization 17,508 8,491 5,048 — 31,047 North America Europe Specialty Eliminations Consolidated Six Months Ended June 30, 2015 Revenue: Third Party $ 2,090,858 $ 997,179 $ 523,945 $ — $ 3,611,982 Intersegment 466 70 1,607 (2,143 ) — Total segment revenue $ 2,091,324 $ 997,249 $ 525,552 $ (2,143 ) $ 3,611,982 Segment EBITDA $ 288,268 $ 100,466 $ 65,602 $ — $ 454,336 Depreciation and amortization 34,515 17,055 10,144 — 61,714 Six Months Ended June 30, 2014 Revenue: Third Party $ 2,055,255 $ 884,887 $ 394,767 $ — $ 3,334,909 Intersegment 134 — 656 (790 ) — Total segment revenue $ 2,055,389 $ 884,887 $ 395,423 $ (790 ) $ 3,334,909 Segment EBITDA $ 283,288 $ 87,100 $ 46,160 $ — $ 416,548 Depreciation and amortization 34,653 15,457 8,783 — 58,893 |
Reconciliation Of Earnings Before Interest Taxes Depreciation And Amortization To Net Income Table [Text Block] | The table below provides a reconciliation from Segment EBITDA to Net Income (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Segment EBITDA $ 233,021 $ 211,451 $ 454,336 $ 416,548 Deduct: Restructuring and acquisition related expenses (1) 1,663 5,901 8,151 9,222 Change in fair value of contingent consideration liabilities (2) 125 (790 ) 276 (2,012 ) Add: Equity in earnings of unconsolidated subsidiaries (1,162 ) (442 ) (3,070 ) (478 ) EBITDA 230,071 205,898 442,839 408,860 Depreciation and amortization 31,045 31,047 61,714 58,893 Interest expense, net 14,622 15,628 29,528 31,746 Loss on debt extinguishment — — — 324 Provision for income taxes 64,682 54,341 124,780 108,362 Net income $ 119,722 $ 104,882 $ 226,817 $ 209,535 (1) See Note 9, "Restructuring and Acquisition Related Expenses," for further information. (2) See Note 6, "Fair Value Measurements," for further information on our contingent consideration liabilities. |
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 Six Months Ended June 30, June 30, 2015 2014 2015 2014 Capital Expenditures North America $ 14,744 $ 21,355 $ 30,147 $ 40,276 Europe 22,303 10,824 30,172 24,275 Specialty 3,620 1,436 6,444 2,780 $ 40,667 $ 33,615 $ 66,763 $ 67,331 |
Schedule Of Assets By Reportable Segment | The following table presents assets by reportable segment (in thousands): June 30, December 31, 2015 2014 Receivables, net North America $ 330,322 $ 322,713 Europe 234,842 227,987 Specialty 86,107 50,722 Total receivables, net 651,271 601,422 Inventory North America 791,840 826,429 Europe 386,611 402,488 Specialty 223,948 204,930 Total inventory 1,402,399 1,433,847 Property and Equipment, net North America 454,733 456,288 Europe 147,773 128,309 Specialty 47,547 45,390 Total property and equipment, net 650,053 629,987 Other unallocated assets 2,930,819 2,908,236 Total assets $ 5,634,542 $ 5,573,492 |
Schedule Of Revenue By Geographic Area | The following table sets forth our revenue by geographic area (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Revenue United States $ 1,228,424 $ 1,135,298 $ 2,423,369 $ 2,243,168 United Kingdom 347,064 337,931 690,671 654,877 Other countries 262,582 235,903 497,942 436,864 $ 1,838,070 $ 1,709,132 $ 3,611,982 $ 3,334,909 |
Schedule Of Tangible Long-Lived Assets By Geographic Area | The following table sets forth our tangible long-lived assets by geographic area (in thousands): June 30, December 31, 2015 2014 Long-lived Assets United States $ 472,737 $ 469,450 United Kingdom 113,022 92,813 Other countries 64,294 67,724 $ 650,053 $ 629,987 |
Schedule Of Revenue By Product Category | The following table sets forth our revenue by product category (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Aftermarket, other new and refurbished products $ 1,296,168 $ 1,169,021 $ 2,542,639 $ 2,273,670 Recycled, remanufactured and related products and services 408,180 371,840 806,625 736,744 Other 133,722 168,271 262,718 324,495 $ 1,838,070 $ 1,709,132 $ 3,611,982 $ 3,334,909 |
Condensed Consolidating Finan33
Condensed Consolidating Financial Information (Tables) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Condensed Consolidating Financial Information [Abstract] | ||
Consolidated Condensed Balance Sheets | LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands) June 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current Assets: Cash and equivalents $ 45,801 $ 28,715 $ 68,907 $ — $ 143,423 Receivables, net — 261,226 390,045 — 651,271 Intercompany receivables, net 3,038 — 14,813 (17,851 ) — Inventory — 946,939 455,460 — 1,402,399 Deferred income taxes 3,456 71,356 3,156 — 77,968 Prepaid expenses and other current assets 10,241 38,864 48,455 — 97,560 Total Current Assets 62,536 1,347,100 980,836 (17,851 ) 2,372,621 Property and Equipment, net 415 473,999 175,639 — 650,053 Intangible Assets: Goodwill — 1,567,993 718,525 — 2,286,518 Other intangibles, net — 146,056 82,524 — 228,580 Investment in Subsidiaries 3,338,540 293,779 — (3,632,319 ) — Intercompany Notes Receivable 627,948 23,579 — (651,527 ) — Other Assets 50,613 23,392 25,820 (3,055 ) 96,770 Total Assets $ 4,080,052 $ 3,875,898 $ 1,983,344 $ (4,304,752 ) $ 5,634,542 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 1,381 $ 178,731 $ 212,839 $ — $ 392,951 Intercompany payables, net — 14,813 3,038 (17,851 ) — Accrued expenses: Accrued payroll-related liabilities 5,413 36,590 27,324 — 69,327 Other accrued expenses 5,679 87,394 90,350 — 183,423 Other current liabilities 283 16,788 24,215 — 41,286 Current portion of long-term obligations 23,661 4,209 11,508 — 39,378 Total Current Liabilities 36,417 338,525 369,274 (17,851 ) 726,365 Long-Term Obligations, Excluding Current Portion 1,056,375 6,705 588,984 — 1,652,064 Intercompany Notes Payable — 611,085 40,442 (651,527 ) — Deferred Income Taxes — 165,144 16,434 (3,055 ) 178,523 Other Noncurrent Liabilities 33,167 65,271 25,059 — 123,497 Stockholders’ Equity 2,954,093 2,689,168 943,151 (3,632,319 ) 2,954,093 Total Liabilities and Stockholders' Equity $ 4,080,052 $ 3,875,898 $ 1,983,344 $ (4,304,752 ) $ 5,634,542 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands) December 31, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current Assets: Cash and equivalents $ 14,930 $ 32,103 $ 67,572 $ — $ 114,605 Receivables, net 145 217,542 383,735 — 601,422 Intercompany receivables, net 1,360 — 8,048 (9,408 ) — Inventory — 964,477 469,370 — 1,433,847 Deferred income taxes 4,064 62,850 10,215 4,615 81,744 Prepaid expenses and other current assets 20,640 36,553 28,606 — 85,799 Total Current Assets 41,139 1,313,525 967,546 (4,793 ) 2,317,417 Property and Equipment, net 494 470,791 158,702 — 629,987 Intangible Assets: Goodwill — 1,563,796 725,099 — 2,288,895 Other intangibles, net — 155,819 89,706 — 245,525 Investment in Subsidiaries 3,216,039 279,967 — (3,496,006 ) — Intercompany Notes Receivable 667,949 23,449 — (691,398 ) — Other Assets 49,601 24,457 20,481 (2,871 ) 91,668 Total Assets $ 3,975,222 $ 3,831,804 $ 1,961,534 $ (4,195,068 ) $ 5,573,492 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 682 $ 182,607 $ 216,913 $ — $ 400,202 Intercompany payables, net — 8,048 1,360 (9,408 ) — Accrued expenses: Accrued payroll-related liabilities 8,075 48,850 29,091 — 86,016 Other accrued expenses 8,061 83,857 72,230 — 164,148 Other current liabilities 283 16,197 15,720 4,615 36,815 Current portion of long-term obligations 55,172 4,599 3,744 — 63,515 Total Current Liabilities 72,273 344,158 339,058 (4,793 ) 750,696 Long-Term Obligations, Excluding Current Portion 1,150,624 6,561 643,862 — 1,801,047 Intercompany Notes Payable — 649,824 41,574 (691,398 ) — Deferred Income Taxes — 156,727 27,806 (2,871 ) 181,662 Other Noncurrent Liabilities 31,668 60,213 27,549 — 119,430 Stockholders’ Equity 2,720,657 2,614,321 881,685 (3,496,006 ) 2,720,657 Total Liabilities and Stockholders’ Equity $ 3,975,222 $ 3,831,804 $ 1,961,534 $ (4,195,068 ) $ 5,573,492 | |
Consolidated Condensed Statements of Income | LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Three Months Ended June 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,269,541 $ 599,744 $ (31,215 ) $ 1,838,070 Cost of goods sold — 770,026 375,315 (31,215 ) 1,114,126 Gross margin — 499,515 224,429 — 723,944 Facility and warehouse expenses — 100,289 36,090 — 136,379 Distribution expenses — 102,753 47,286 — 150,039 Selling, general and administrative expenses 8,761 119,958 77,077 — 205,796 Restructuring and acquisition related expenses — 1,185 478 — 1,663 Depreciation and amortization 39 19,873 9,870 — 29,782 Operating (loss) income (8,800 ) 155,457 53,628 — 200,285 Other expense (income): Interest expense (income), net 12,241 (172 ) 2,553 — 14,622 Intercompany interest (income) expense, net (10,378 ) 7,056 3,322 — — Change in fair value of contingent consideration liabilities — 55 70 — 125 Other expense (income), net 2 (1,161 ) 1,131 — (28 ) Total other expense, net 1,865 5,778 7,076 — 14,719 (Loss) income before (benefit) provision for income taxes (10,665 ) 149,679 46,552 — 185,566 (Benefit) provision for income taxes (4,294 ) 59,495 9,481 — 64,682 Equity in earnings of unconsolidated subsidiaries — 19 (1,181 ) — (1,162 ) Equity in earnings of subsidiaries 126,093 7,335 — (133,428 ) — Net income $ 119,722 $ 97,538 $ 35,890 $ (133,428 ) $ 119,722 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Three Months Ended June 30, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,179,984 $ 561,876 $ (32,728 ) $ 1,709,132 Cost of goods sold — 717,251 353,550 (32,728 ) 1,038,073 Gross margin — 462,733 208,326 — 671,059 Facility and warehouse expenses — 93,086 35,420 — 128,506 Distribution expenses — 97,846 48,698 — 146,544 Selling, general and administrative expenses 7,099 113,029 66,457 — 186,585 Restructuring and acquisition related expenses — 3,496 2,405 — 5,901 Depreciation and amortization 59 20,296 9,572 — 29,927 Operating (loss) income (7,158 ) 134,980 45,774 — 173,596 Other expense (income): Interest expense, net 12,576 44 3,008 — 15,628 Intercompany interest (income) expense, net (10,866 ) 4,051 6,815 — — Change in fair value of contingent consideration liabilities — (847 ) 57 — (790 ) Other (income) expense, net (59 ) (1,617 ) 769 — (907 ) Total other expense, net 1,651 1,631 10,649 — 13,931 (Loss) income before (benefit) provision for income taxes (8,809 ) 133,349 35,125 — 159,665 (Benefit) provision for income taxes (3,687 ) 50,518 7,510 — 54,341 Equity in earnings of unconsolidated subsidiaries — 15 (457 ) — (442 ) Equity in earnings of subsidiaries 110,004 9,631 — (119,635 ) — Net income $ 104,882 $ 92,477 $ 27,158 $ (119,635 ) $ 104,882 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Six Months Ended June 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 2,495,449 $ 1,182,687 $ (66,154 ) $ 3,611,982 Cost of goods sold — 1,510,829 743,884 (66,154 ) 2,188,559 Gross margin — 984,620 438,803 — 1,423,423 Facility and warehouse expenses — 198,050 70,986 — 269,036 Distribution expenses — 198,745 93,008 — 291,753 Selling, general and administrative expenses 16,392 241,620 151,025 — 409,037 Restructuring and acquisition related expenses — 7,245 906 — 8,151 Depreciation and amortization 79 39,764 19,392 — 59,235 Operating (loss) income (16,471 ) 299,196 103,486 — 386,211 Other expense (income): Interest expense (income), net 24,555 (129 ) 5,102 — 29,528 Intercompany interest (income) expense, net (21,201 ) 14,315 6,886 — — Change in fair value of contingent consideration liabilities — 110 166 — 276 Other expense (income), net 27 (2,951 ) 4,664 — 1,740 Total other expense, net 3,381 11,345 16,818 — 31,544 (Loss) income before (benefit) provision for income taxes (19,852 ) 287,851 86,668 — 354,667 (Benefit) provision for income taxes (8,049 ) 115,272 17,557 — 124,780 Equity in earnings of unconsolidated subsidiaries — 30 (3,100 ) — (3,070 ) Equity in earnings of subsidiaries 238,620 14,595 — (253,215 ) — Net income $ 226,817 $ 187,204 $ 66,011 $ (253,215 ) $ 226,817 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Six Months Ended June 30, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 2,320,304 $ 1,076,395 $ (61,790 ) $ 3,334,909 Cost of goods sold — 1,397,881 675,875 (61,790 ) 2,011,966 Gross margin — 922,423 400,520 — 1,322,943 Facility and warehouse expenses — 186,186 68,479 — 254,665 Distribution expenses — 192,730 91,143 — 283,873 Selling, general and administrative expenses 15,010 227,112 128,993 — 371,115 Restructuring and acquisition related expenses — 6,484 2,738 — 9,222 Depreciation and amortization 118 38,964 17,556 — 56,638 Operating (loss) income (15,128 ) 270,947 91,611 — 347,430 Other expense (income): Interest expense, net 26,245 115 5,386 — 31,746 Intercompany interest (income) expense, net (23,190 ) 10,072 13,118 — — Loss on debt extinguishment 324 — — — 324 Change in fair value of contingent consideration liabilities — (2,237 ) 225 — (2,012 ) Other (income) expense, net (74 ) (3,378 ) 2,449 — (1,003 ) Total other expense, net 3,305 4,572 21,178 — 29,055 (Loss) income before (benefit) provision for income taxes (18,433 ) 266,375 70,433 — 318,375 (Benefit) provision for income taxes (7,302 ) 100,739 14,925 — 108,362 Equity in earnings of unconsolidated subsidiaries — 15 (493 ) — (478 ) Equity in earnings of subsidiaries 220,666 18,377 — (239,043 ) — Net income $ 209,535 $ 184,028 $ 55,015 $ (239,043 ) $ 209,535 | |
Consolidated Condensed Statements of Comprehensive Income (Loss) | LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Three Months Ended June 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 119,722 $ 97,538 $ 35,890 $ (133,428 ) $ 119,722 Other comprehensive income (loss), net of tax: Foreign currency translation 44,510 13,134 44,216 (57,350 ) 44,510 Net change in unrecognized gains/losses on derivative instruments, net of tax 918 — 191 (191 ) 918 Net change in unrealized gains/losses on pension plan, net of tax (21 ) — (21 ) 21 (21 ) Total other comprehensive income 45,407 13,134 44,386 (57,520 ) 45,407 Total comprehensive income $ 165,129 $ 110,672 $ 80,276 $ (190,948 ) $ 165,129 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Three Months Ended June 30, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 104,882 $ 92,477 $ 27,158 $ (119,635 ) $ 104,882 Other comprehensive income (loss), net of tax: Foreign currency translation 15,879 7,598 14,891 (22,489 ) 15,879 Net change in unrecognized gains/losses on derivative instruments, net of tax 457 — 296 (296 ) 457 Change in unrealized gain on pension plan, net of tax (30 ) — (30 ) 30 (30 ) Total other comprehensive income 16,306 7,598 15,157 (22,755 ) 16,306 Total comprehensive income $ 121,188 $ 100,075 $ 42,315 $ (142,390 ) $ 121,188 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Six Months Ended June 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 226,817 $ 187,204 $ 66,011 $ (253,215 ) $ 226,817 Other comprehensive (loss) income, net of tax: Foreign currency translation (10,300 ) (1,238 ) (8,583 ) 9,821 (10,300 ) Net change in unrecognized gains/losses on derivative instruments, net of tax 1,201 — 129 (129 ) 1,201 Net change in unrealized gains/losses on pension plan, net of tax 107 — 107 (107 ) 107 Total other comprehensive loss (8,992 ) (1,238 ) (8,347 ) 9,585 (8,992 ) Total comprehensive income $ 217,825 $ 185,966 $ 57,664 $ (243,630 ) $ 217,825 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Six Months Ended June 30, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 209,535 $ 184,028 $ 55,015 $ (239,043 ) $ 209,535 Other comprehensive income (loss), net of tax: Foreign currency translation 15,316 7,520 15,312 (22,832 ) 15,316 Net change in unrecognized gains/losses on derivative instruments, net of tax 1,250 — 181 (181 ) 1,250 Change in unrealized gain on pension plan, net of tax (67 ) — (67 ) 67 (67 ) Total other comprehensive income 16,499 7,520 15,426 (22,946 ) 16,499 Total comprehensive income $ 226,034 $ 191,548 $ 70,441 $ (261,989 ) $ 226,034 | |
Consolidated Condensed Statements of Cash Flows | LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Six Months Ended June 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 121,024 $ 188,713 $ 89,630 $ (116,668 ) $ 282,699 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (3 ) (34,791 ) (31,969 ) — (66,763 ) Investment and intercompany note activity with subsidiaries 30,818 — — (30,818 ) — Acquisitions, net of cash acquired — (6,583 ) (30,625 ) — (37,208 ) Other investing activities, net — 585 (5,794 ) — (5,209 ) Net cash provided by (used in) investing activities 30,815 (40,789 ) (68,388 ) (30,818 ) (109,180 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 3,288 — — — 3,288 Excess tax benefit from stock-based payments 6,737 — — — 6,737 Taxes paid related to net share settlements of stock-based compensation awards (5,243 ) — — — (5,243 ) Borrowings under revolving credit facilities 132,000 — 67,621 — 199,621 Repayments under revolving credit facilities (215,000 ) — (79,276 ) — (294,276 ) Repayments under term loans (11,250 ) — — — (11,250 ) Borrowings under receivables securitization facility — — 2,100 — 2,100 Repayments under receivables securitization facility — — (1,758 ) — (1,758 ) Repayments of other long-term debt (31,500 ) (596 ) (9,994 ) — (42,090 ) Payments of other obligations — (2,050 ) — — (2,050 ) Investment and intercompany note activity with parent — (32,051 ) 1,233 30,818 — Dividends — (116,668 ) — 116,668 — Net cash used in financing activities (120,968 ) (151,365 ) (20,074 ) 147,486 (144,921 ) Effect of exchange rate changes on cash and equivalents — 53 167 — 220 Net increase (decrease) in cash and equivalents 30,871 (3,388 ) 1,335 — 28,818 Cash and equivalents, beginning of period 14,930 32,103 67,572 — 114,605 Cash and equivalents, end of period $ 45,801 $ 28,715 $ 68,907 $ — $ 143,423 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Six Months Ended June 30, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ 149,099 $ 213,507 $ (60,182 ) $ (150,220 ) $ 152,204 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (32 ) (39,338 ) (27,961 ) — (67,331 ) Investment and intercompany note activity with subsidiaries (213,812 ) (607 ) — 214,419 — Acquisitions, net of cash acquired — (518,736 ) (116,596 ) — (635,332 ) Other investing activities, net — 420 (79 ) — 341 Net cash used in investing activities (213,844 ) (558,261 ) (144,636 ) 214,419 (702,322 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 4,207 — — — 4,207 Excess tax benefit from stock-based payments 9,747 — — — 9,747 Debt issuance costs (3,640 ) — (75 ) — (3,715 ) Borrowings under revolving credit facilities 633,000 — 527,461 — 1,160,461 Repayments under revolving credit facilities (625,000 ) — (49,432 ) — (674,432 ) Borrowings under term loans 11,250 — — — 11,250 Repayments under term loans (5,625 ) — — — (5,625 ) Borrowings under receivables securitization facility — — 80,000 — 80,000 Repayments of other long-term debt (1,920 ) (1,592 ) (10,017 ) — (13,529 ) Payments of other obligations — (407 ) (41,527 ) — (41,934 ) Settlement of foreign currency forward contract (19,959 ) — — — (19,959 ) Investment and intercompany note activity with parent — 497,100 (282,681 ) (214,419 ) — Dividends — (150,220 ) — 150,220 — Net cash provided by financing activities 2,060 344,881 223,729 (64,199 ) 506,471 Effect of exchange rate changes on cash and equivalents — (142 ) 2,865 — 2,723 Net (decrease) increase in cash and equivalents (62,685 ) (15 ) 21,776 — (40,924 ) Cash and equivalents, beginning of period 77,926 13,693 58,869 — 150,488 Cash and equivalents, end of period $ 15,241 $ 13,678 $ 80,645 $ — $ 109,564 |
Financial Statement Informati34
Financial Statement Information - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets | |||
Reserve for estimated returns, discounts and allowances | $ 33 | $ 31.3 | |
Reserve for uncollectible accounts | 21.1 | $ 19.4 | |
Amortization expense | 16.5 | $ 15.8 | |
Estimated annual amortization expense in year one | 32.8 | ||
Estimated annual amortization expense in year two | 29.8 | ||
Estimated annual amortization expense in year three | 27.3 | ||
Estimated annual amortization expense in year four | 22.4 | ||
Estimated annual amortization expense in year five | 17.8 | ||
Investment in unconsolidated subsidiary | 12.5 | ||
ACM Parts | |||
Finite-Lived Intangible Assets | |||
Investment in unconsolidated subsidiary | $ 11.6 | ||
Investment in unconsolidated subsidiary, ownership percentage | 49.00% | ||
Equity method investment, ownership percentage of other investors | 51.00% | ||
Increase in equity method investment | $ 7.5 | ||
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 | 20 years | ||
Software and technology related assets | Minimum | |||
Finite-Lived Intangible Assets | |||
Useful life, years | 5 years | ||
Software and technology related assets | Maximum | |||
Finite-Lived Intangible Assets | |||
Useful life, years | 6 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 | ||
Salvage mechanical products | |||
Finite-Lived Intangible Assets | |||
Standard warranty period | 6 months | ||
Remanufactured engines | |||
Finite-Lived Intangible Assets | |||
Standard warranty period | 3 years |
Financial Statement Informati35
Financial Statement Information Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Product Information | ||
Inventory | $ 1,402,399 | $ 1,433,847 |
Aftermarket and refurbished products | ||
Product Information | ||
Inventory | 1,013,084 | 1,022,549 |
Salvage and remanufactured products | ||
Product Information | ||
Inventory | $ 389,315 | $ 411,298 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 2,288,895 |
Business acquisitions and adjustments to previously recorded goodwill | 18,645 |
Exchange rate effects | (21,022) |
Goodwill, ending balance | 2,286,518 |
North America | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 1,392,032 |
Business acquisitions and adjustments to previously recorded goodwill | 4,613 |
Exchange rate effects | (7,903) |
Goodwill, ending balance | 1,388,742 |
Europe | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 616,819 |
Business acquisitions and adjustments to previously recorded goodwill | 15,048 |
Exchange rate effects | (13,104) |
Goodwill, ending balance | 618,763 |
Specialty | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 280,044 |
Business acquisitions and adjustments to previously recorded goodwill | (1,016) |
Exchange rate effects | (15) |
Goodwill, ending balance | $ 279,013 |
Components of Other Intangibles
Components of Other Intangibles (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets | ||
Gross carrying amount | $ 320,710 | $ 322,026 |
Accumulated amortization | (92,130) | (76,501) |
Net | 228,580 | 245,525 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 172,121 | 173,340 |
Accumulated amortization | (39,571) | (35,538) |
Net | 132,550 | 137,802 |
Customer relationships | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 93,533 | 92,972 |
Accumulated amortization | (33,977) | (26,751) |
Net | 59,556 | 66,221 |
Software and technology related assets | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 44,290 | 44,640 |
Accumulated amortization | (14,009) | (10,387) |
Net | 30,281 | 34,253 |
Covenants not to compete | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 10,766 | 11,074 |
Accumulated amortization | (4,573) | (3,825) |
Net | $ 6,193 | $ 7,249 |
Changes in Warranty Reserve (De
Changes in Warranty Reserve (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Warranty Reserve [Roll Forward] | |
Warranty reserve, beginning balance | $ 14,881 |
Warranty expense | 16,686 |
Warranty claims | (15,135) |
Warranty reserve, ending balance | $ 16,432 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Stock-based compensation expense | $ 5,568 | $ 5,537 | $ 11,114 | $ 11,783 | |
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Number of shares that RSUs convert into on the applicable vesting date | 1 | ||||
Total shares approved under the Equity Incentive Plan | 912,113 | 912,113 | |||
Fair value of RSUs or restricted stock vested during the period | $ 13,100 | ||||
RSUs granted, shares | 912,113 | ||||
Unvested RSUs, aggregate intrinsic value | $ 76,583 | 76,583 | $ 60,493 | ||
Stock-based compensation expense | 5,528 | 4,795 | 10,948 | 10,191 | |
Unrecognized stock-based compensation expense | 41,000 | $ 41,000 | |||
Expected term for unrecognized stock-based compensation expense expected to be recognized | 3 years 3 months 19 days | ||||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Exercisable stock options, aggregate intrinsic value | 98,525 | $ 98,525 | |||
Stock-based compensation expense | 40 | 696 | 166 | 1,500 | |
Unrecognized stock-based compensation expense | 400 | $ 400 | |||
Expected term for unrecognized stock-based compensation expense expected to be recognized | 1 year 6 months | ||||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Stock-based compensation expense | $ 0 | $ 46 | $ 0 | $ 92 | |
Minimum | Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award | |||||
Stock options expiration period | 6 years | ||||
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 | ||||
Stock options expiration period | 10 years |
Stock-Based Compensation Schedu
Stock-Based Compensation Schedule of Unvested Restricted Stock Units Activity (Details) - RSUs - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Summary of Expected to Vest RSUs [Line Items] | |||
Unvested RSUs, shares | 2,532,096 | 2,532,096 | 2,151,232 |
RSUs granted, shares | 912,113 | ||
RSUs vested, shares | (499,746) | ||
RSUs forfeited/canceled, shares | (31,503) | ||
RSUs expected to vest, shares | 2,444,395 | 2,444,395 | |
Unvested RSUs, weighted average grant date fair value | $ 23.30 | $ 23.30 | $ 20.97 |
RSUs granted, weighted average grant date fair value | 27.03 | ||
RSUs vested, weighted average grant date fair value | 20.07 | ||
RSUs forfeited/canceled, weighted average grant date fair value | 23.26 | ||
RSUs expected to vest, weighted average grant date fair value | $ 23.16 | $ 23.16 | |
Unvested RSUs, aggregate intrinsic value | $ 76,583 | $ 76,583 | $ 60,493 |
RSUs expected to vest, aggregate intrinsic value | $ 73,931 | $ 73,931 |
Stock-Based Compensation Sche41
Stock-Based Compensation Schedule of Stock Option Activity (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Stock options outstanding, shares | 4,494,987 | 5,207,772 |
Stock options exercised, shares | (704,640) | |
Stock options forfeited/canceled, shares | (8,145) | |
Exercisable stock options, shares | 4,396,051 | |
Exercisable and expected to vest stock options, shares | 4,485,213 | |
Stock options outstanding, weighted average exercise price | $ 8.37 | $ 8.04 |
Stock options exercised, weighted average exercise price | 5.65 | |
Stock options forfeited/canceled, weighted average exercise price | 32.31 | |
Exercisable stock options, weighted average exercise price | 7.83 | |
Exercisable and expected to vest stock options, weighted average exercise price | $ 8.31 | |
Stock options outstanding, weighted average remaining contractual term (years) | 3 years 3 months 19 days | 3 years 7 months 6 days |
Exercisable stock options, weighted average remaining contractual term (years) | 3 years 2 months 20 days | |
Exercisable and expected to vest stock options, weighted average remaining contractual term (years) | 3 years 3 months 19 days | |
Stock options outstanding, aggregate intrinsic value | $ 98,551 | $ 105,038 |
Exercisable stock options, aggregate intrinsic value | 98,525 | |
Exercisable and expected to vest stock options, aggregate intrinsic value | $ 98,551 |
Schedule of Pre-Tax Stock-Based
Schedule of Pre-Tax Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Stock-based compensation expense | $ 5,568 | $ 5,537 | $ 11,114 | $ 11,783 |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Stock-based compensation expense | 5,528 | 4,795 | 10,948 | 10,191 |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Stock-based compensation expense | 40 | 696 | 166 | 1,500 |
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Stock-based compensation expense | $ 0 | $ 46 | $ 0 | $ 92 |
Schedule of Long-Term Obligatio
Schedule of Long-Term Obligations (Parenthetical) (Details) | Jun. 30, 2015 | Dec. 31, 2014 |
Notes Payable | ||
Debt Instrument | ||
Weighted average interest rate | 1.10% | 1.00% |
Other Long-Term Debt | ||
Debt Instrument | ||
Weighted average interest rate | 3.60% | 3.10% |
Long-Term Obligations - Additio
Long-Term Obligations - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Sep. 29, 2014 | Mar. 31, 2014 | Mar. 27, 2014 | May. 09, 2013 | |
Debt Instrument | |||||||||
Loss on debt extinguishment | $ 0 | $ 0 | $ 0 | $ (324) | |||||
Credit Agreement | |||||||||
Debt Instrument | |||||||||
Maximum credit agreement borrowings | $ 2,300,000 | ||||||||
Maximum increase of revolving credit facility or term loans | $ 400,000 | ||||||||
Maximum leverage ratio for incremental borrowings | 2.50 | ||||||||
Term loan quarterly repayment, percentage of initial balance | 1.25% | ||||||||
Increment change in applicable margin | 0.25% | ||||||||
Weighted average interest rate | 2.11% | 2.11% | 2.10% | ||||||
Increment change in commitment fees | 0.05% | ||||||||
Fronting fee on letters of credit in addition to participation commission | 0.125% | ||||||||
Current maturities of credit agreement | $ 22,500 | $ 22,500 | $ 22,500 | ||||||
Outstanding letters of credit | 71,500 | 71,500 | |||||||
Availability on the revolving credit facility | 1,200,000 | 1,200,000 | |||||||
Payments of financing costs | 3,700 | ||||||||
Fees capitalized | $ 3,400 | ||||||||
Loss on debt extinguishment | 300 | ||||||||
Credit Agreement | Multicurrency Component | |||||||||
Debt Instrument | |||||||||
Maximum revolving credit facility borrowings | $ 1,690,000 | ||||||||
Credit Agreement | US Dollar Component | |||||||||
Debt Instrument | |||||||||
Maximum revolving credit facility borrowings | 165,000 | ||||||||
Term Loan | |||||||||
Debt Instrument | |||||||||
Term loans payable | 421,875 | 421,875 | 433,125 | $ 450,000 | |||||
Senior Notes | |||||||||
Debt Instrument | |||||||||
Senior notes | $ 600,000 | $ 600,000 | 600,000 | $ 600,000 | |||||
Senior notes interest rate | 4.75% | ||||||||
Receivables Securitization Facility | |||||||||
Debt Instrument | |||||||||
Weighted average interest rate | 0.94% | 0.94% | |||||||
Receivables securitization maximum borrowing capacity | $ 97,000 | ||||||||
Receivables used as collateral for receivables securitization facility | $ 130,100 | $ 130,100 | 129,500 | ||||||
Borrowings under receivable securitization facility, carrying value | $ 95,242 | $ 95,242 | $ 94,900 |
Schedule of Long-Term Obligat45
Schedule of Long-Term Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Mar. 27, 2014 | May. 09, 2013 |
Debt Instrument | ||||
Long-Term Obligations, Total | $ 1,691,442 | $ 1,864,562 | ||
Less current maturities | (39,378) | (63,515) | ||
Long-Term Obligations, Excluding Current Portion | 1,652,064 | 1,801,047 | ||
Term Loan | ||||
Debt Instrument | ||||
Term loans payable | 421,875 | 433,125 | $ 450,000 | |
Revolving Credit Facility | ||||
Debt Instrument | ||||
Revolving credit facilities | 541,462 | 663,912 | ||
Senior Notes | ||||
Debt Instrument | ||||
Senior notes | 600,000 | 600,000 | $ 600,000 | |
Receivables Securitization Facility | ||||
Debt Instrument | ||||
Receivables securitization facility | 95,242 | 94,900 | ||
Notes Payable | ||||
Debt Instrument | ||||
Notes payable | 15,478 | 45,891 | ||
Other Long-Term Debt | ||||
Debt Instrument | ||||
Other long-term debt | $ 17,385 | $ 26,734 |
Derivative Instruments and He46
Derivative Instruments and Hedging Activities - Additional Information (Details) $ in Millions | Jun. 30, 2015USD ($) |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Net loss included in accumulated other comprehensive income (loss) to be reclassified into interest expense within the next 12 months | $ (2) |
Schedule of Cash Flow Hedges (D
Schedule of Cash Flow Hedges (Details) £ in Thousands, CAD in Thousands, $ in Thousands | Jun. 30, 2015GBP (£) | Jun. 30, 2015USD ($) | Jun. 30, 2015CAD | Dec. 31, 2014GBP (£) | Dec. 31, 2014USD ($) | Dec. 31, 2014CAD |
Derivative | ||||||
Derivative Liability, Current | $ 1,126 | $ 2,691 | ||||
Derivative Liability, Noncurrent | 2,251 | 2,527 | ||||
Interest Rate Swap | US Dollar Notional Amount | ||||||
Derivative | ||||||
Derivative, Notional Amount | 420,000 | 420,000 | ||||
Derivative Liability, Current | 1,043 | 2,691 | ||||
Derivative Liability, Noncurrent | 1,564 | 1,615 | ||||
Interest Rate Swap | Pound Sterling Notional Amount | ||||||
Derivative | ||||||
Derivative, Notional Amount | £ | £ 50,000 | £ 50,000 | ||||
Derivative Liability, Current | 0 | 0 | ||||
Derivative Liability, Noncurrent | 687 | 893 | ||||
Interest Rate Swap | Canadian Dollar Notional Amount | ||||||
Derivative | ||||||
Derivative, Notional Amount | CAD | CAD 25,000 | CAD 25,000 | ||||
Derivative Liability, Current | $ 83 | 0 | ||||
Derivative Liability, Noncurrent | $ 19 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | May. 09, 2013 | |
Fair Value Measurements | ||||||
Portion of change in fair value included in earnings related to contingent consideration obligations outstanding at period end | $ 125 | $ (790) | $ 276 | $ (2,012) | ||
lkq_Contingent_consideration_amounts_outstanding | ||||||
Fair Value Measurements | ||||||
Portion of change in fair value included in earnings related to contingent consideration obligations outstanding at period end | 100 | $ 300 | 300 | $ 300 | ||
Credit Agreement | ||||||
Fair Value Measurements | ||||||
Borrowings under credit agreement, carrying value | 963,000 | 963,000 | $ 1,100,000 | |||
Receivables Securitization Facility | ||||||
Fair Value Measurements | ||||||
Borrowings under receivable securitization facility, carrying value | 95,242 | 95,242 | 94,900 | |||
Senior Notes | ||||||
Fair Value Measurements | ||||||
Debt instrument, fair value | 573,000 | 573,000 | 569,000 | |||
Debt instrument, carrying value | $ 600,000 | $ 600,000 | $ 600,000 | $ 600,000 |
Financial Assets and Liabilitie
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value assets measured on recurring basis | $ 30,963 | $ 28,242 |
Fair value liabilities measured on recurring basis | 38,694 | 40,093 |
Cash surrender value of life insurance | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value assets measured on recurring basis | 30,963 | 28,242 |
Contingent consideration liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value liabilities measured on recurring basis | 5,191 | 7,295 |
Deferred compensation liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value liabilities measured on recurring basis | 30,126 | 27,580 |
Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value liabilities measured on recurring basis | 3,377 | 5,218 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value assets measured on recurring basis | 30,963 | 28,242 |
Fair value liabilities measured on recurring basis | 33,503 | 32,798 |
Fair Value, Inputs, Level 2 | Cash surrender value of life insurance | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value assets measured on recurring basis | 30,963 | 28,242 |
Fair Value, Inputs, Level 2 | Deferred compensation liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value liabilities measured on recurring basis | 30,126 | 27,580 |
Fair Value, Inputs, Level 2 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value liabilities measured on recurring basis | 3,377 | 5,218 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value liabilities measured on recurring basis | 5,191 | 7,295 |
Fair Value, Inputs, Level 3 | Contingent consideration liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value liabilities measured on recurring basis | $ 5,191 | $ 7,295 |
Significant Unobservable Inputs
Significant Unobservable Inputs Used in Fair Value Measurements (Details) - Fair Value, Inputs, Level 3 - Contingent consideration liabilities | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | ||
Weighted Average, Probability of achieving payout targets | 73.60% | 79.10% |
Weighted Average, Discount rate | 7.50% | 7.50% |
Changes in Fair Value of Contin
Changes in Fair Value of Contingent Consideration Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Contingent Consideration Obligations [Roll Forward] | ||||
Beginning balance | $ 5,561 | $ 57,091 | $ 7,295 | $ 55,653 |
Contingent consideration liabilities recorded for business acquisitions | 0 | 2,740 | 0 | 7,057 |
Payments | (538) | (50,299) | (2,205) | (52,305) |
Increase (decrease) in fair value included in earnings | 125 | (790) | 276 | (2,012) |
Exchange rate effects | 43 | 20 | (175) | 369 |
Ending balance | $ 5,191 | $ 8,762 | $ 5,191 | $ 8,762 |
Future Minimum Lease Commitment
Future Minimum Lease Commitments (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases, Future Minimum Payments, Remainder of Fiscal Year | $ 74,040 |
2,016 | 134,413 |
2,017 | 113,676 |
2,018 | 92,979 |
2,019 | 73,985 |
2,020 | 60,918 |
Thereafter | 218,777 |
Future Minimum Lease Payments | $ 768,788 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Thousands, £ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014GBP (£) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Business Acquisition | ||||||||
Cash used in acquisitions, net of cash acquired | $ 37,208 | $ 635,332 | ||||||
Business Acquisition Contingent Consideration Liabilities Payments Made | $ 538 | $ 50,299 | 2,205 | 52,305 | ||||
Goodwill | 2,286,518 | 2,286,518 | $ 2,288,895 | |||||
Business acquisitions and adjustments to previously recorded goodwill | 18,645 | |||||||
Restructuring and acquisition related expenses | 1,663 | 5,901 | $ 8,151 | 9,222 | ||||
All 2015 Acquisitions | ||||||||
Business Acquisition | ||||||||
Number of acquisitions | 10 | |||||||
Business Combination, Consideration Transferred | $ 40,200 | |||||||
Cash used in acquisitions, net of cash acquired | 37,200 | |||||||
Notes issued | (2,100) | (2,100) | ||||||
Settlement of pre-existing balances | 900 | 900 | ||||||
Goodwill | 18,600 | 18,600 | ||||||
Goodwill expected to be deductible for income tax purposes | 4,700 | $ 4,700 | ||||||
ECP 2013 Contingent Payment [Member] | ||||||||
Business Acquisition | ||||||||
Maximum payment under contingent consideration agreement | $ 30,000 | |||||||
Business Acquisition Contingent Consideration Liabilities Payments Made | £ 26.9 | 44,800 | ||||||
Business Acquisition Contingent Consideration Liabilities Other Settlements | £ 3.1 | 5,100 | ||||||
Keystone Specialty | ||||||||
Business Acquisition | ||||||||
Business Combination, Consideration Transferred | 471,900 | |||||||
Cash used in acquisitions, net of cash acquired | 427,100 | |||||||
Notes issued | (31,500) | |||||||
Settlement of pre-existing balances | 0 | |||||||
Other purchase price obligations | 13,351 | |||||||
Contingent consideration liability | 0 | |||||||
Goodwill | $ 237,729 | |||||||
Netherlands Distributors Former Customers | ||||||||
Business Acquisition | ||||||||
Number of acquisitions | 5 | 5 | ||||||
All 2014 Acquisitions Excluding Keystone Specialty | ||||||||
Business Acquisition | ||||||||
Number of acquisitions | 22 | |||||||
Business Combination, Consideration Transferred | $ 359,100 | |||||||
Cash used in acquisitions, net of cash acquired | 334,300 | |||||||
Notes issued | (13,535) | |||||||
Settlement of pre-existing balances | 5,052 | |||||||
Other purchase price obligations | 333 | |||||||
Contingent consideration liability | 5,854 | |||||||
Maximum payment under contingent consideration agreement | 8,300 | |||||||
Goodwill | 177,974 | |||||||
Goodwill expected to be deductible for income tax purposes | 44,200 | |||||||
All 2014 Acquisitions | ||||||||
Business Acquisition | ||||||||
Notes issued | (45,035) | |||||||
Settlement of pre-existing balances | 5,052 | |||||||
Other purchase price obligations | 13,684 | |||||||
Contingent consideration liability | 5,854 | |||||||
Goodwill | 415,703 | |||||||
North America | ||||||||
Business Acquisition | ||||||||
Goodwill | 1,388,742 | $ 1,388,742 | $ 1,392,032 | |||||
Business acquisitions and adjustments to previously recorded goodwill | $ 4,613 | |||||||
Wholesale North America Segment | ||||||||
Business Acquisition | ||||||||
Number of acquisitions | 3 | |||||||
Wholesale North America Segment | All 2014 Acquisitions Excluding Keystone Specialty | ||||||||
Business Acquisition | ||||||||
Number of acquisitions | 9 | |||||||
Self Service Segment | All 2014 Acquisitions Excluding Keystone Specialty | ||||||||
Business Acquisition | ||||||||
Number of acquisitions | 2 | |||||||
Europe | ||||||||
Business Acquisition | ||||||||
Goodwill | 618,763 | $ 618,763 | $ 616,819 | |||||
Business acquisitions and adjustments to previously recorded goodwill | $ 15,048 | |||||||
Europe | Netherlands Distributors [Member] | ||||||||
Business Acquisition | ||||||||
Number of acquisitions | 7 | 7 | ||||||
Europe | All 2014 Acquisitions Excluding Keystone Specialty | ||||||||
Business Acquisition | ||||||||
Number of acquisitions | 9 | |||||||
Specialty | ||||||||
Business Acquisition | ||||||||
Goodwill | 279,013 | $ 279,013 | $ 280,044 | |||||
Business acquisitions and adjustments to previously recorded goodwill | (1,016) | |||||||
Specialty | All 2014 Acquisitions Excluding Keystone Specialty | ||||||||
Business Acquisition | ||||||||
Number of acquisitions | 2 | |||||||
Acquisition-related expenses | ||||||||
Business Acquisition | ||||||||
Restructuring and acquisition related expenses | $ 700 | $ 1,700 | 1,300 | 1,900 | ||||
Acquisition-related expenses | Netherlands Distributors [Member] | ||||||||
Business Acquisition | ||||||||
Restructuring and acquisition related expenses | $ 1,000 | |||||||
Acquisition-related expenses | Keystone Specialty | ||||||||
Business Acquisition | ||||||||
Restructuring and acquisition related expenses | $ 200 | |||||||
Subsequent Event [Member] | ||||||||
Business Acquisition | ||||||||
Number of acquisitions | 2 | |||||||
Business Combination, Consideration Transferred | $ 75,000 |
Purchase Price Allocations for
Purchase Price Allocations for Acquisitions (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Business Acquisition | ||
Goodwill | $ 2,286,518 | $ 2,288,895 |
All 2015 Acquisitions | ||
Business Acquisition | ||
Goodwill | 18,600 | |
Notes issued | (2,100) | |
Settlement of pre-existing balances | $ (900) | |
Keystone Specialty | ||
Business Acquisition | ||
Receivables | 48,473 | |
Receivable reserves | (7,748) | |
Inventory | 150,696 | |
Income taxes receivable | 14,096 | |
Prepaid expenses and other current assets | 8,085 | |
Property and equipment | 38,080 | |
Goodwill | 237,729 | |
Other intangibles | 78,110 | |
Other assets | 6,159 | |
Deferred income taxes | (26,591) | |
Current liabilities assumed | (63,513) | |
Debt assumed | 0 | |
Other noncurrent liabilities assumed | (11,675) | |
Contingent consideration liabilities | 0 | |
Other purchase price obligations | (13,351) | |
Notes issued | (31,500) | |
Settlement of pre-existing balances | 0 | |
Cash used in acquisitions, net of cash acquired | 427,050 | |
All 2014 Acquisitions Excluding Keystone Specialty | ||
Business Acquisition | ||
Receivables | 75,330 | |
Receivable reserves | (7,383) | |
Inventory | 123,815 | |
Income taxes receivable | 0 | |
Prepaid expenses and other current assets | 4,050 | |
Property and equipment | 27,026 | |
Goodwill | 177,974 | |
Other intangibles | 51,135 | |
Other assets | 2,793 | |
Deferred income taxes | 313 | |
Current liabilities assumed | (52,961) | |
Debt assumed | (32,441) | |
Other noncurrent liabilities assumed | (10,573) | |
Contingent consideration liabilities | (5,854) | |
Other purchase price obligations | (333) | |
Notes issued | (13,535) | |
Settlement of pre-existing balances | (5,052) | |
Cash used in acquisitions, net of cash acquired | 334,304 | |
All 2014 Acquisitions | ||
Business Acquisition | ||
Receivables | 123,803 | |
Receivable reserves | (15,131) | |
Inventory | 274,511 | |
Income taxes receivable | 14,096 | |
Prepaid expenses and other current assets | 12,135 | |
Property and equipment | 65,106 | |
Goodwill | 415,703 | |
Other intangibles | 129,245 | |
Other assets | 8,952 | |
Deferred income taxes | (26,278) | |
Current liabilities assumed | (116,474) | |
Debt assumed | (32,441) | |
Other noncurrent liabilities assumed | (22,248) | |
Contingent consideration liabilities | (5,854) | |
Other purchase price obligations | (13,684) | |
Notes issued | (45,035) | |
Settlement of pre-existing balances | (5,052) | |
Cash used in acquisitions, net of cash acquired | $ 761,354 |
Pro Forma Effect of Businesses
Pro Forma Effect of Businesses Acquired (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||||
Business Acquisition | |||||||
Revenue, as reported | $ 1,838,070 | $ 1,709,132 | $ 3,611,982 | $ 3,334,909 | |||
Pro forma revenue | 1,844,796 | 1,841,742 | 3,640,175 | 3,617,116 | |||
Net income | 119,722 | 104,882 | 226,817 | 209,535 | |||
Pro forma net income | $ 120,643 | $ 111,281 | $ 229,437 | $ 218,849 | |||
Earnings per share, basic | $ 0.39 | [1] | $ 0.35 | [1] | $ 0.75 | $ 0.69 | |
Pro forma earnings per share, basic (1) | [2] | 0.40 | 0.37 | 0.75 | 0.73 | ||
Earnings per share, diluted | 0.39 | [1] | 0.34 | [1] | 0.74 | 0.69 | |
Pro forma earnings per share, diluted (1) | [2] | $ 0.39 | $ 0.36 | $ 0.75 | $ 0.72 | ||
Restructuring and acquisition related expenses | $ 1,663 | $ 5,901 | $ 8,151 | $ 9,222 | |||
Acquisition-related expenses | |||||||
Business Acquisition | |||||||
Restructuring and acquisition related expenses | 700 | 1,700 | 1,300 | 1,900 | |||
Keystone Specialty | |||||||
Business Acquisition | |||||||
Revenue of purchased businesses for the period prior to acquisition | 0 | 0 | 0 | 3,443 | |||
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments | $ 0 | $ 144 | $ 0 | $ 408 | |||
Effect of purchased businesses for the period prior to acquisition | $ 0 | $ 0 | $ 0 | $ 0 | |||
Effect of purchased businesses for the period prior to acquisition | $ 0 | $ 0 | $ 0 | $ 0 | |||
Keystone Specialty | Acquisition-related expenses | |||||||
Business Acquisition | |||||||
Restructuring and acquisition related expenses | $ 200 | ||||||
All 2015 Acquisitions | |||||||
Business Acquisition | |||||||
Revenue of purchased businesses for the period prior to acquisition | $ 6,726 | $ 28,193 | |||||
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments | $ 921 | $ 2,620 | |||||
Effect of purchased businesses for the period prior to acquisition | $ 0 | $ 0.01 | |||||
Effect of purchased businesses for the period prior to acquisition | $ 0 | $ 0.01 | |||||
All 2015 and 2014 Acquisitions Excluding Keystone Specialty [Domain] | |||||||
Business Acquisition | |||||||
Revenue of purchased businesses for the period prior to acquisition | $ 132,610 | 278,764 | |||||
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments | $ 6,255 | $ 8,906 | |||||
Effect of purchased businesses for the period prior to acquisition | $ 0.02 | $ 0.03 | |||||
Effect of purchased businesses for the period prior to acquisition | $ 0.02 | $ 0.03 | |||||
[1] | {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOmFiMDdiNGU3NDM4ZTQ4M2I4NDZhNDc1NThkMGJjYmFifFRleHRTZWxlY3Rpb246Qjc3ODhGRDRGOUM2RERBNkY3NkRCNDc1MjU3NzA2MDgM} | ||||||
[2] | The sum of the individual earnings per share amounts may not equal the total due to rounding. |
Restructuring and Acquisition56
Restructuring and Acquisition Related Expenses - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Restructuring Cost and Reserve | ||||
Restructuring and acquisition related expenses | $ 1,663 | $ 5,901 | $ 8,151 | $ 9,222 |
Acquisition-related expenses | ||||
Restructuring Cost and Reserve | ||||
Restructuring and acquisition related expenses | 700 | 1,700 | 1,300 | 1,900 |
Restructuring expenses | ||||
Restructuring Cost and Reserve | ||||
Restructuring and acquisition related expenses | $ 900 | $ 4,200 | 6,900 | $ 7,400 |
Restructuring expenses | Maximum | ||||
Restructuring Cost and Reserve | ||||
Expected additional charges | (5,000) | |||
Netherlands Distributors [Member] | Acquisition-related expenses | ||||
Restructuring Cost and Reserve | ||||
Restructuring and acquisition related expenses | 1,000 | |||
All 2015 Acquisitions Excluding Netherlands Distributors [Domain] | Acquisition-related expenses | ||||
Restructuring Cost and Reserve | ||||
Restructuring and acquisition related expenses | $ 300 |
Computation of Earnings Per Sha
Computation of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |||
Earnings Per Share [Abstract] | ||||||
Net income | $ 119,722 | $ 104,882 | $ 226,817 | $ 209,535 | ||
Denominator for basic earnings per share—Weighted-average shares outstanding | 304,286 | 302,030 | 304,145 | 301,719 | ||
Effect of dilutive securities: | ||||||
RSUs | 732 | 821 | 700 | 876 | ||
Stock options | 2,229 | 2,981 | 2,260 | 3,074 | ||
Restricted stock | 0 | 5 | 0 | 8 | ||
Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding | 307,247 | 305,837 | 307,105 | 305,677 | ||
Earnings per share, basic | $ 0.39 | [1] | $ 0.35 | [1] | $ 0.75 | $ 0.69 |
Earnings per share, diluted | $ 0.39 | [1] | $ 0.34 | [1] | $ 0.74 | $ 0.69 |
[1] | {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOmFiMDdiNGU3NDM4ZTQ4M2I4NDZhNDc1NThkMGJjYmFifFRleHRTZWxlY3Rpb246Qjc3ODhGRDRGOUM2RERBNkY3NkRCNDc1MjU3NzA2MDgM} |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities | 310 | 405 | 323 | 203 |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities | 98 | 117 | 99 | 122 |
Income Taxes Income Taxes - Add
Income Taxes Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] [Abstract] | ||
Effective income tax rate | 35.20% | 34.00% |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit), continuing operations, adjustment of deferred tax (asset) liability | $ 0.3 | $ 0.1 |
Accumulated Other Comprehensi60
Accumulated Other Comprehensive Income (Loss) Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Interest Rate Swap | ||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Reclassification of unrealized loss | $ 1.6 | $ 1.6 | $ 3.1 | $ 3.1 |
Accumulated Other Comprehensi61
Accumulated Other Comprehensive Income (Loss) Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | $ (94,624) | $ 20,204 | $ (40,225) | $ 20,011 |
Foreign currency translation | 44,510 | 15,879 | (10,300) | 15,316 |
Pre-tax income accumulated comprehensive income | 44,344 | 16,345 | (11,539) | 15,140 |
Other Comprehensive Income (Loss), Tax | 69 | (122) | 439 | 46 |
Reclassification of unrealized gains losses | 1,537 | 90 | 3,228 | 2,003 |
Reclassification of deferred income taxes | (543) | (7) | (1,120) | (690) |
Ending Balance | (49,217) | 36,510 | (49,217) | 36,510 |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | (81,883) | 24,343 | (27,073) | 24,906 |
Ending Balance | (37,373) | 40,222 | (37,373) | 40,222 |
Accumulated Net Gain (Loss) from Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | (3,118) | (4,803) | (3,401) | (5,596) |
Pre-tax income accumulated comprehensive income | (166) | 466 | (1,239) | (176) |
Other Comprehensive Income (Loss), Tax | 69 | (122) | 439 | 46 |
Reclassification of unrealized gains losses | 1,564 | 133 | 3,085 | 2,093 |
Reclassification of deferred income taxes | (549) | (20) | (1,084) | (713) |
Ending Balance | (2,200) | (4,346) | (2,200) | (4,346) |
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | (9,623) | 664 | (9,751) | 701 |
Reclassification of unrealized gains losses | (27) | (43) | 143 | (90) |
Reclassification of deferred income taxes | 6 | 13 | (36) | 23 |
Ending Balance | $ (9,644) | $ 634 | $ (9,644) | $ 634 |
Segment and Geographic Inform62
Segment and Geographic Information - Additional Information (Details) | 3 Months Ended |
Jun. 30, 2015 | |
Segment Reporting Information | |
Number of operating segments | 4 |
Number of reportable segments | 3 |
North America | |
Segment Reporting Information | |
Number of reportable segments | 1 |
Schedule of Financial Performan
Schedule of Financial Performance by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Information | ||||
Revenue | $ 1,838,070 | $ 1,709,132 | $ 3,611,982 | $ 3,334,909 |
Segment EBITDA | 233,021 | 211,451 | 454,336 | 416,548 |
Depreciation and amortization | 31,045 | 31,047 | 61,714 | 58,893 |
North America | ||||
Segment Reporting Information | ||||
Revenue | 1,045,151 | 1,026,090 | 2,091,324 | 2,055,389 |
Segment EBITDA | 138,880 | 137,150 | 288,268 | 283,288 |
Depreciation and amortization | 17,249 | 17,508 | 34,515 | 34,653 |
Europe | ||||
Segment Reporting Information | ||||
Revenue | 509,903 | 465,173 | 997,249 | 884,887 |
Segment EBITDA | 53,943 | 45,945 | 100,466 | 87,100 |
Depreciation and amortization | 8,704 | 8,491 | 17,055 | 15,457 |
Specialty | ||||
Segment Reporting Information | ||||
Revenue | 284,330 | 218,400 | 525,552 | 395,423 |
Segment EBITDA | 40,198 | 28,356 | 65,602 | 46,160 |
Depreciation and amortization | 5,092 | 5,048 | 10,144 | 8,783 |
Intersegment Eliminations [Member] | ||||
Segment Reporting Information | ||||
Revenue | (1,314) | (531) | (2,143) | (790) |
Third Party | North America | ||||
Segment Reporting Information | ||||
Revenue | 1,044,779 | 1,025,989 | 2,090,858 | 2,055,255 |
Third Party | Europe | ||||
Segment Reporting Information | ||||
Revenue | 509,833 | 465,173 | 997,179 | 884,887 |
Third Party | Specialty | ||||
Segment Reporting Information | ||||
Revenue | 283,458 | 217,970 | 523,945 | 394,767 |
Intersegment | North America | ||||
Segment Reporting Information | ||||
Revenue | 372 | 101 | 466 | 134 |
Intersegment | Europe | ||||
Segment Reporting Information | ||||
Revenue | 70 | 70 | ||
Intersegment | Specialty | ||||
Segment Reporting Information | ||||
Revenue | 872 | 430 | 1,607 | 656 |
Intersegment | Intersegment Eliminations [Member] | ||||
Segment Reporting Information | ||||
Revenue | $ (1,314) | $ (531) | $ (2,143) | $ (790) |
Reconciliation Of Segment EBITD
Reconciliation Of Segment EBITDA To Net Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting [Abstract] | ||||
Segment EBITDA | $ 233,021 | $ 211,451 | $ 454,336 | $ 416,548 |
Restructuring and acquisition related expenses | 1,663 | 5,901 | 8,151 | 9,222 |
Change in fair value of contingent consideration liabilities | (125) | 790 | (276) | 2,012 |
Equity in earnings of unconsolidated subsidiaries | (1,162) | (442) | (3,070) | (478) |
EBITDA | 230,071 | 205,898 | 442,839 | 408,860 |
Depreciation and amortization | 31,045 | 31,047 | 61,714 | 58,893 |
Interest expense, net | 14,622 | 15,628 | 29,528 | 31,746 |
Loss on debt extinguishment | 0 | 0 | 0 | (324) |
Provision for income taxes | 64,682 | 54,341 | 124,780 | 108,362 |
Net income | $ 119,722 | $ 104,882 | $ 226,817 | $ 209,535 |
Schedule of Capital Expenditure
Schedule of Capital Expenditures by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Information | ||||
Capital Expenditures | $ 40,667 | $ 33,615 | $ 66,763 | $ 67,331 |
North America | ||||
Segment Reporting Information | ||||
Capital Expenditures | 14,744 | 21,355 | 30,147 | 40,276 |
Europe | ||||
Segment Reporting Information | ||||
Capital Expenditures | 22,303 | 10,824 | 30,172 | 24,275 |
Specialty | ||||
Segment Reporting Information | ||||
Capital Expenditures | $ 3,620 | $ 1,436 | $ 6,444 | $ 2,780 |
Schedule of Assets by Reportabl
Schedule of Assets by Reportable Segment (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Segment Reporting Information | ||
Receivables, net | $ 651,271 | $ 601,422 |
Inventory | 1,402,399 | 1,433,847 |
Property and Equipment, net | 650,053 | 629,987 |
Other unallocated assets | 2,930,819 | 2,908,236 |
Total Assets | 5,634,542 | 5,573,492 |
North America | ||
Segment Reporting Information | ||
Receivables, net | 330,322 | 322,713 |
Inventory | 791,840 | 826,429 |
Property and Equipment, net | 454,733 | 456,288 |
Europe | ||
Segment Reporting Information | ||
Receivables, net | 234,842 | 227,987 |
Inventory | 386,611 | 402,488 |
Property and Equipment, net | 147,773 | 128,309 |
Specialty | ||
Segment Reporting Information | ||
Receivables, net | 86,107 | 50,722 |
Inventory | 223,948 | 204,930 |
Property and Equipment, net | $ 47,547 | $ 45,390 |
Schedule of Revenue by Geograph
Schedule of Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues from External Customers and Long-Lived Assets | ||||
Revenue | $ 1,838,070 | $ 1,709,132 | $ 3,611,982 | $ 3,334,909 |
United States | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Revenue | 1,228,424 | 1,135,298 | 2,423,369 | 2,243,168 |
United Kingdom | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Revenue | 347,064 | 337,931 | 690,671 | 654,877 |
Other countries | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Revenue | $ 262,582 | $ 235,903 | $ 497,942 | $ 436,864 |
Schedule of Tangible Long-Lived
Schedule of Tangible Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Revenues from External Customers and Long-Lived Assets | ||
Long-lived Assets | $ 650,053 | $ 629,987 |
United States | ||
Revenues from External Customers and Long-Lived Assets | ||
Long-lived Assets | 472,737 | 469,450 |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets | ||
Long-lived Assets | 113,022 | 92,813 |
Other countries | ||
Revenues from External Customers and Long-Lived Assets | ||
Long-lived Assets | $ 64,294 | $ 67,724 |
Schedule of Revenue by Product
Schedule of Revenue by Product Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenue from External Customers | ||||
Revenue | $ 1,838,070 | $ 1,709,132 | $ 3,611,982 | $ 3,334,909 |
Aftermarket, other new and refurbished products | ||||
Revenue from External Customers | ||||
Revenue | 1,296,168 | 1,169,021 | 2,542,639 | 2,273,670 |
Recycled, remanufactured and related products and services | ||||
Revenue from External Customers | ||||
Revenue | 408,180 | 371,840 | 806,625 | 736,744 |
Other | ||||
Revenue from External Customers | ||||
Revenue | $ 133,722 | $ 168,271 | $ 262,718 | $ 324,495 |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Current Assets: | ||||
Cash and equivalents | $ 143,423 | $ 114,605 | $ 109,564 | $ 150,488 |
Receivables, net | 651,271 | 601,422 | ||
Intercompany receivables, net | 0 | 0 | ||
Inventory | 1,402,399 | 1,433,847 | ||
Deferred income taxes | 77,968 | 81,744 | ||
Prepaid expenses and other current assets | 97,560 | 85,799 | ||
Total Current Assets | 2,372,621 | 2,317,417 | ||
Property and Equipment, net | 650,053 | 629,987 | ||
Intangible Assets: | ||||
Goodwill | 2,286,518 | 2,288,895 | ||
Other intangibles, net | 228,580 | 245,525 | ||
Investment in Subsidiaries | 0 | 0 | ||
Intercompany Notes Receivable | 0 | 0 | ||
Other Assets | 96,770 | 91,668 | ||
Total Assets | 5,634,542 | 5,573,492 | ||
Current Liabilities: | ||||
Accounts payable | 392,951 | 400,202 | ||
Intercompany payables, net | 0 | 0 | ||
Accrued expenses: | ||||
Accrued payroll-related liabilities | 69,327 | 86,016 | ||
Other accrued expenses | 183,423 | 164,148 | ||
Other current liabilities | 41,286 | 36,815 | ||
Current portion of long-term obligations | 39,378 | 63,515 | ||
Total Current Liabilities | 726,365 | 750,696 | ||
Long-Term Obligations, Excluding Current Portion | 1,652,064 | 1,801,047 | ||
Intercompany Notes Payable | 0 | 0 | ||
Deferred Income Taxes | 178,523 | 181,662 | ||
Other Noncurrent Liabilities | 123,497 | 119,430 | ||
Stockholders’ Equity | 2,954,093 | 2,720,657 | ||
Total Liabilities and Stockholders’ Equity | 5,634,542 | 5,573,492 | ||
Parent Company | ||||
Current Assets: | ||||
Cash and equivalents | 45,801 | 14,930 | 15,241 | 77,926 |
Receivables, net | 0 | 145 | ||
Intercompany receivables, net | 3,038 | 1,360 | ||
Inventory | 0 | 0 | ||
Deferred income taxes | 3,456 | 4,064 | ||
Prepaid expenses and other current assets | 10,241 | 20,640 | ||
Total Current Assets | 62,536 | 41,139 | ||
Property and Equipment, net | 415 | 494 | ||
Intangible Assets: | ||||
Goodwill | 0 | 0 | ||
Other intangibles, net | 0 | 0 | ||
Investment in Subsidiaries | 3,338,540 | 3,216,039 | ||
Intercompany Notes Receivable | 627,948 | 667,949 | ||
Other Assets | 50,613 | 49,601 | ||
Total Assets | 4,080,052 | 3,975,222 | ||
Current Liabilities: | ||||
Accounts payable | 1,381 | 682 | ||
Intercompany payables, net | 0 | 0 | ||
Accrued expenses: | ||||
Accrued payroll-related liabilities | 5,413 | 8,075 | ||
Other accrued expenses | 5,679 | 8,061 | ||
Other current liabilities | 283 | 283 | ||
Current portion of long-term obligations | 23,661 | 55,172 | ||
Total Current Liabilities | 36,417 | 72,273 | ||
Long-Term Obligations, Excluding Current Portion | 1,056,375 | 1,150,624 | ||
Intercompany Notes Payable | 0 | 0 | ||
Deferred Income Taxes | 0 | 0 | ||
Other Noncurrent Liabilities | 33,167 | 31,668 | ||
Stockholders’ Equity | 2,954,093 | 2,720,657 | ||
Total Liabilities and Stockholders’ Equity | 4,080,052 | 3,975,222 | ||
Guarantor Subsidiaries | ||||
Current Assets: | ||||
Cash and equivalents | 28,715 | 32,103 | 13,678 | 13,693 |
Receivables, net | 261,226 | 217,542 | ||
Intercompany receivables, net | 0 | 0 | ||
Inventory | 946,939 | 964,477 | ||
Deferred income taxes | 71,356 | 62,850 | ||
Prepaid expenses and other current assets | 38,864 | 36,553 | ||
Total Current Assets | 1,347,100 | 1,313,525 | ||
Property and Equipment, net | 473,999 | 470,791 | ||
Intangible Assets: | ||||
Goodwill | 1,567,993 | 1,563,796 | ||
Other intangibles, net | 146,056 | 155,819 | ||
Investment in Subsidiaries | 293,779 | 279,967 | ||
Intercompany Notes Receivable | 23,579 | 23,449 | ||
Other Assets | 23,392 | 24,457 | ||
Total Assets | 3,875,898 | 3,831,804 | ||
Current Liabilities: | ||||
Accounts payable | 178,731 | 182,607 | ||
Intercompany payables, net | 14,813 | 8,048 | ||
Accrued expenses: | ||||
Accrued payroll-related liabilities | 36,590 | 48,850 | ||
Other accrued expenses | 87,394 | 83,857 | ||
Other current liabilities | 16,788 | 16,197 | ||
Current portion of long-term obligations | 4,209 | 4,599 | ||
Total Current Liabilities | 338,525 | 344,158 | ||
Long-Term Obligations, Excluding Current Portion | 6,705 | 6,561 | ||
Intercompany Notes Payable | 611,085 | 649,824 | ||
Deferred Income Taxes | 165,144 | 156,727 | ||
Other Noncurrent Liabilities | 65,271 | 60,213 | ||
Stockholders’ Equity | 2,689,168 | 2,614,321 | ||
Total Liabilities and Stockholders’ Equity | 3,875,898 | 3,831,804 | ||
Non-Guarantor Subsidiaries | ||||
Current Assets: | ||||
Cash and equivalents | 68,907 | 67,572 | 80,645 | 58,869 |
Receivables, net | 390,045 | 383,735 | ||
Intercompany receivables, net | 14,813 | 8,048 | ||
Inventory | 455,460 | 469,370 | ||
Deferred income taxes | 3,156 | 10,215 | ||
Prepaid expenses and other current assets | 48,455 | 28,606 | ||
Total Current Assets | 980,836 | 967,546 | ||
Property and Equipment, net | 175,639 | 158,702 | ||
Intangible Assets: | ||||
Goodwill | 718,525 | 725,099 | ||
Other intangibles, net | 82,524 | 89,706 | ||
Investment in Subsidiaries | 0 | 0 | ||
Intercompany Notes Receivable | 0 | 0 | ||
Other Assets | 25,820 | 20,481 | ||
Total Assets | 1,983,344 | 1,961,534 | ||
Current Liabilities: | ||||
Accounts payable | 212,839 | 216,913 | ||
Intercompany payables, net | 3,038 | 1,360 | ||
Accrued expenses: | ||||
Accrued payroll-related liabilities | 27,324 | 29,091 | ||
Other accrued expenses | 90,350 | 72,230 | ||
Other current liabilities | 24,215 | 15,720 | ||
Current portion of long-term obligations | 11,508 | 3,744 | ||
Total Current Liabilities | 369,274 | 339,058 | ||
Long-Term Obligations, Excluding Current Portion | 588,984 | 643,862 | ||
Intercompany Notes Payable | 40,442 | 41,574 | ||
Deferred Income Taxes | 16,434 | 27,806 | ||
Other Noncurrent Liabilities | 25,059 | 27,549 | ||
Stockholders’ Equity | 943,151 | 881,685 | ||
Total Liabilities and Stockholders’ Equity | 1,983,344 | 1,961,534 | ||
Consolidation, Eliminations | ||||
Current Assets: | ||||
Cash and equivalents | 0 | 0 | $ 0 | $ 0 |
Receivables, net | 0 | 0 | ||
Intercompany receivables, net | (17,851) | (9,408) | ||
Inventory | 0 | 0 | ||
Deferred income taxes | 0 | 4,615 | ||
Prepaid expenses and other current assets | 0 | 0 | ||
Total Current Assets | (17,851) | (4,793) | ||
Property and Equipment, net | 0 | 0 | ||
Intangible Assets: | ||||
Goodwill | 0 | 0 | ||
Other intangibles, net | 0 | 0 | ||
Investment in Subsidiaries | (3,632,319) | (3,496,006) | ||
Intercompany Notes Receivable | (651,527) | (691,398) | ||
Other Assets | (3,055) | (2,871) | ||
Total Assets | (4,304,752) | (4,195,068) | ||
Current Liabilities: | ||||
Accounts payable | 0 | 0 | ||
Intercompany payables, net | (17,851) | (9,408) | ||
Accrued expenses: | ||||
Accrued payroll-related liabilities | 0 | 0 | ||
Other accrued expenses | 0 | 0 | ||
Other current liabilities | 0 | 4,615 | ||
Current portion of long-term obligations | 0 | 0 | ||
Total Current Liabilities | (17,851) | (4,793) | ||
Long-Term Obligations, Excluding Current Portion | 0 | 0 | ||
Intercompany Notes Payable | (651,527) | (691,398) | ||
Deferred Income Taxes | (3,055) | (2,871) | ||
Other Noncurrent Liabilities | 0 | 0 | ||
Stockholders’ Equity | (3,632,319) | (3,496,006) | ||
Total Liabilities and Stockholders’ Equity | $ (4,304,752) | $ (4,195,068) |
Condensed Consolidating Stateme
Condensed Consolidating Statements of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Revenue | $ 1,838,070 | $ 1,709,132 | $ 3,611,982 | $ 3,334,909 |
Cost of goods sold | 1,114,126 | 1,038,073 | 2,188,559 | 2,011,966 |
Gross margin | 723,944 | 671,059 | 1,423,423 | 1,322,943 |
Facility and warehouse expenses | 136,379 | 128,506 | 269,036 | 254,665 |
Distribution expenses | 150,039 | 146,544 | 291,753 | 283,873 |
Selling, general and administrative expenses | 205,796 | 186,585 | 409,037 | 371,115 |
Restructuring and acquisition related expenses | 1,663 | 5,901 | 8,151 | 9,222 |
Depreciation and amortization | 29,782 | 29,927 | 59,235 | 56,638 |
Operating income | 200,285 | 173,596 | 386,211 | 347,430 |
Other expense (income): | ||||
Interest expense, net | 14,622 | 15,628 | 29,528 | 31,746 |
Intercompany interest (income) expense, net | 0 | 0 | 0 | 0 |
Loss on debt extinguishment | 0 | 0 | 0 | 324 |
Change in fair value of contingent consideration liabilities | (125) | 790 | (276) | 2,012 |
Other (income) expense, net | (28) | (907) | 1,740 | (1,003) |
Total other expense, net | 14,719 | 13,931 | 31,544 | 29,055 |
Income before provision for income taxes | 185,566 | 159,665 | 354,667 | 318,375 |
Provision for income taxes | 64,682 | 54,341 | 124,780 | 108,362 |
Equity in earnings of unconsolidated subsidiaries | (1,162) | (442) | (3,070) | (478) |
Income (Loss) from Subsidiaries, Net of Tax | 0 | 0 | 0 | 0 |
Net income | 119,722 | 104,882 | 226,817 | 209,535 |
Parent Company | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Cost of goods sold | 0 | 0 | 0 | 0 |
Gross margin | 0 | 0 | 0 | 0 |
Facility and warehouse expenses | 0 | 0 | 0 | 0 |
Distribution expenses | 0 | 0 | 0 | 0 |
Selling, general and administrative expenses | 8,761 | 7,099 | 16,392 | 15,010 |
Restructuring and acquisition related expenses | 0 | 0 | 0 | 0 |
Depreciation and amortization | 39 | 59 | 79 | 118 |
Operating income | (8,800) | (7,158) | (16,471) | (15,128) |
Other expense (income): | ||||
Interest expense, net | 12,241 | 12,576 | 24,555 | 26,245 |
Intercompany interest (income) expense, net | (10,378) | (10,866) | (21,201) | (23,190) |
Loss on debt extinguishment | 324 | |||
Change in fair value of contingent consideration liabilities | 0 | 0 | 0 | 0 |
Other (income) expense, net | 2 | (59) | 27 | (74) |
Total other expense, net | 1,865 | 1,651 | 3,381 | 3,305 |
Income before provision for income taxes | (10,665) | (8,809) | (19,852) | (18,433) |
Provision for income taxes | (4,294) | (3,687) | (8,049) | (7,302) |
Equity in earnings of unconsolidated subsidiaries | 0 | 0 | 0 | 0 |
Income (Loss) from Subsidiaries, Net of Tax | 126,093 | 110,004 | 238,620 | 220,666 |
Net income | 119,722 | 104,882 | 226,817 | 209,535 |
Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenue | 1,269,541 | 1,179,984 | 2,495,449 | 2,320,304 |
Cost of goods sold | 770,026 | 717,251 | 1,510,829 | 1,397,881 |
Gross margin | 499,515 | 462,733 | 984,620 | 922,423 |
Facility and warehouse expenses | 100,289 | 93,086 | 198,050 | 186,186 |
Distribution expenses | 102,753 | 97,846 | 198,745 | 192,730 |
Selling, general and administrative expenses | 119,958 | 113,029 | 241,620 | 227,112 |
Restructuring and acquisition related expenses | 1,185 | 3,496 | 7,245 | 6,484 |
Depreciation and amortization | 19,873 | 20,296 | 39,764 | 38,964 |
Operating income | 155,457 | 134,980 | 299,196 | 270,947 |
Other expense (income): | ||||
Interest expense, net | (172) | 44 | (129) | 115 |
Intercompany interest (income) expense, net | 7,056 | 4,051 | 14,315 | 10,072 |
Loss on debt extinguishment | 0 | |||
Change in fair value of contingent consideration liabilities | (55) | 847 | (110) | 2,237 |
Other (income) expense, net | (1,161) | (1,617) | (2,951) | (3,378) |
Total other expense, net | 5,778 | 1,631 | 11,345 | 4,572 |
Income before provision for income taxes | 149,679 | 133,349 | 287,851 | 266,375 |
Provision for income taxes | 59,495 | 50,518 | 115,272 | 100,739 |
Equity in earnings of unconsolidated subsidiaries | 19 | 15 | 30 | 15 |
Income (Loss) from Subsidiaries, Net of Tax | 7,335 | 9,631 | 14,595 | 18,377 |
Net income | 97,538 | 92,477 | 187,204 | 184,028 |
Non-Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenue | 599,744 | 561,876 | 1,182,687 | 1,076,395 |
Cost of goods sold | 375,315 | 353,550 | 743,884 | 675,875 |
Gross margin | 224,429 | 208,326 | 438,803 | 400,520 |
Facility and warehouse expenses | 36,090 | 35,420 | 70,986 | 68,479 |
Distribution expenses | 47,286 | 48,698 | 93,008 | 91,143 |
Selling, general and administrative expenses | 77,077 | 66,457 | 151,025 | 128,993 |
Restructuring and acquisition related expenses | 478 | 2,405 | 906 | 2,738 |
Depreciation and amortization | 9,870 | 9,572 | 19,392 | 17,556 |
Operating income | 53,628 | 45,774 | 103,486 | 91,611 |
Other expense (income): | ||||
Interest expense, net | 2,553 | 3,008 | 5,102 | 5,386 |
Intercompany interest (income) expense, net | 3,322 | 6,815 | 6,886 | 13,118 |
Loss on debt extinguishment | 0 | |||
Change in fair value of contingent consideration liabilities | (70) | (57) | (166) | (225) |
Other (income) expense, net | 1,131 | 769 | 4,664 | 2,449 |
Total other expense, net | 7,076 | 10,649 | 16,818 | 21,178 |
Income before provision for income taxes | 46,552 | 35,125 | 86,668 | 70,433 |
Provision for income taxes | 9,481 | 7,510 | 17,557 | 14,925 |
Equity in earnings of unconsolidated subsidiaries | (1,181) | (457) | (3,100) | (493) |
Income (Loss) from Subsidiaries, Net of Tax | 0 | 0 | 0 | 0 |
Net income | 35,890 | 27,158 | 66,011 | 55,015 |
Consolidation, Eliminations | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenue | (31,215) | (32,728) | (66,154) | (61,790) |
Cost of goods sold | (31,215) | (32,728) | (66,154) | (61,790) |
Gross margin | 0 | 0 | 0 | 0 |
Facility and warehouse expenses | 0 | 0 | 0 | 0 |
Distribution expenses | 0 | 0 | 0 | 0 |
Selling, general and administrative expenses | 0 | 0 | 0 | 0 |
Restructuring and acquisition related expenses | 0 | 0 | 0 | 0 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Operating income | 0 | 0 | 0 | 0 |
Other expense (income): | ||||
Interest expense, net | 0 | 0 | 0 | 0 |
Intercompany interest (income) expense, net | 0 | 0 | 0 | 0 |
Loss on debt extinguishment | 0 | |||
Change in fair value of contingent consideration liabilities | 0 | 0 | 0 | 0 |
Other (income) expense, net | 0 | 0 | 0 | 0 |
Total other expense, net | 0 | 0 | 0 | 0 |
Income before provision for income taxes | 0 | 0 | 0 | 0 |
Provision for income taxes | 0 | 0 | 0 | 0 |
Equity in earnings of unconsolidated subsidiaries | 0 | 0 | 0 | 0 |
Income (Loss) from Subsidiaries, Net of Tax | (133,428) | (119,635) | (253,215) | (239,043) |
Net income | $ (133,428) | $ (119,635) | $ (253,215) | $ (239,043) |
Condensed Consolidating State72
Condensed Consolidating Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | $ 119,722 | $ 104,882 | $ 226,817 | $ 209,535 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation | 44,510 | 15,879 | (10,300) | 15,316 |
Net change in unrecognized gains/losses on derivative instruments, net of tax | 918 | 457 | 1,201 | 1,250 |
Net change in unrealized gains/losses on pension plan, net of tax | (21) | (30) | 107 | (67) |
Total other comprehensive income (loss) | 45,407 | 16,306 | (8,992) | 16,499 |
Total comprehensive income | 165,129 | 121,188 | 217,825 | 226,034 |
Parent Company | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | 119,722 | 104,882 | 226,817 | 209,535 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation | 44,510 | 15,879 | (10,300) | 15,316 |
Net change in unrecognized gains/losses on derivative instruments, net of tax | 918 | 457 | 1,201 | 1,250 |
Net change in unrealized gains/losses on pension plan, net of tax | (21) | (30) | 107 | (67) |
Total other comprehensive income (loss) | 45,407 | 16,306 | (8,992) | 16,499 |
Total comprehensive income | 165,129 | 121,188 | 217,825 | 226,034 |
Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | 97,538 | 92,477 | 187,204 | 184,028 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation | 13,134 | 7,598 | (1,238) | 7,520 |
Net change in unrecognized gains/losses on derivative instruments, net of tax | 0 | 0 | 0 | 0 |
Net change in unrealized gains/losses on pension plan, net of tax | 0 | 0 | 0 | 0 |
Total other comprehensive income (loss) | 13,134 | 7,598 | (1,238) | 7,520 |
Total comprehensive income | 110,672 | 100,075 | 185,966 | 191,548 |
Non-Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | 35,890 | 27,158 | 66,011 | 55,015 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation | 44,216 | 14,891 | (8,583) | 15,312 |
Net change in unrecognized gains/losses on derivative instruments, net of tax | 191 | 296 | 129 | 181 |
Net change in unrealized gains/losses on pension plan, net of tax | (21) | (30) | 107 | (67) |
Total other comprehensive income (loss) | 44,386 | 15,157 | (8,347) | 15,426 |
Total comprehensive income | 80,276 | 42,315 | 57,664 | 70,441 |
Consolidation, Eliminations | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net income | (133,428) | (119,635) | (253,215) | (239,043) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation | (57,350) | (22,489) | 9,821 | (22,832) |
Net change in unrecognized gains/losses on derivative instruments, net of tax | (191) | (296) | (129) | (181) |
Net change in unrealized gains/losses on pension plan, net of tax | 21 | 30 | (107) | 67 |
Total other comprehensive income (loss) | (57,520) | (22,755) | 9,585 | (22,946) |
Total comprehensive income | $ (190,948) | $ (142,390) | $ (243,630) | $ (261,989) |
Condensed Consolidating State73
Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net cash provided by operating activities | $ 282,699 | $ 152,204 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchases of property and equipment | $ (40,667) | $ (33,615) | (66,763) | (67,331) | |
Investment and intercompany note activity with subsidiaries | 0 | 0 | |||
Acquisitions, net of cash acquired | (37,208) | (635,332) | |||
Other investing activities, net | (5,209) | 341 | |||
Net cash used in investing activities | (109,180) | (702,322) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from exercise of stock options | 3,288 | 4,207 | |||
Excess tax benefit from stock-based payments | 6,737 | 9,747 | |||
Debt issuance costs | 0 | (3,715) | |||
Taxes paid related to net share settlements of stock-based compensation awards | 5,243 | 0 | |||
Borrowings under revolving credit facilities | 199,621 | 1,160,461 | |||
Repayments under revolving credit facilities | (294,276) | (674,432) | |||
Borrowings under term loans | 0 | 11,250 | |||
Repayments under term loans | (11,250) | (5,625) | |||
Borrowings under receivables securitization facility | 2,100 | 80,000 | |||
Repayments under receivables securitization facility | (1,758) | 0 | |||
Repayments of other long-term debt | (42,090) | (13,529) | |||
Payments of other obligations | (2,050) | (41,934) | |||
Settlement of foreign currency forward contract | 0 | (19,959) | |||
Investment and intercompany note activity with parent | 0 | 0 | |||
Dividends | 0 | 0 | |||
Net cash (used in) provided by financing activities | (144,921) | 506,471 | |||
Effect of exchange rate changes on cash and equivalents | 220 | 2,723 | |||
Net (decrease) increase in cash and equivalents | 28,818 | (40,924) | |||
Cash and equivalents, beginning of period | 114,605 | 150,488 | $ 150,488 | ||
Cash and equivalents, end of period | 143,423 | 109,564 | 143,423 | 109,564 | 114,605 |
Parent Company | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net cash provided by operating activities | 121,024 | 149,099 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchases of property and equipment | (3) | (32) | |||
Investment and intercompany note activity with subsidiaries | 30,818 | (213,812) | |||
Acquisitions, net of cash acquired | 0 | 0 | |||
Other investing activities, net | 0 | 0 | |||
Net cash used in investing activities | 30,815 | (213,844) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from exercise of stock options | 3,288 | 4,207 | |||
Excess tax benefit from stock-based payments | 6,737 | 9,747 | |||
Debt issuance costs | (3,640) | ||||
Taxes paid related to net share settlements of stock-based compensation awards | 5,243 | ||||
Borrowings under revolving credit facilities | 132,000 | 633,000 | |||
Repayments under revolving credit facilities | (215,000) | (625,000) | |||
Borrowings under term loans | 11,250 | ||||
Repayments under term loans | (11,250) | (5,625) | |||
Borrowings under receivables securitization facility | 0 | 0 | |||
Repayments under receivables securitization facility | 0 | ||||
Repayments of other long-term debt | (31,500) | (1,920) | |||
Payments of other obligations | 0 | 0 | |||
Settlement of foreign currency forward contract | (19,959) | ||||
Investment and intercompany note activity with parent | 0 | 0 | |||
Dividends | 0 | 0 | |||
Net cash (used in) provided by financing activities | (120,968) | 2,060 | |||
Effect of exchange rate changes on cash and equivalents | 0 | 0 | |||
Net (decrease) increase in cash and equivalents | 30,871 | (62,685) | |||
Cash and equivalents, beginning of period | 14,930 | 77,926 | 77,926 | ||
Cash and equivalents, end of period | 45,801 | 15,241 | 45,801 | 15,241 | 14,930 |
Guarantor Subsidiaries | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net cash provided by operating activities | 188,713 | 213,507 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchases of property and equipment | (34,791) | (39,338) | |||
Investment and intercompany note activity with subsidiaries | 0 | (607) | |||
Acquisitions, net of cash acquired | (6,583) | (518,736) | |||
Other investing activities, net | 585 | 420 | |||
Net cash used in investing activities | (40,789) | (558,261) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from exercise of stock options | 0 | 0 | |||
Excess tax benefit from stock-based payments | 0 | 0 | |||
Debt issuance costs | 0 | ||||
Taxes paid related to net share settlements of stock-based compensation awards | 0 | ||||
Borrowings under revolving credit facilities | 0 | 0 | |||
Repayments under revolving credit facilities | 0 | 0 | |||
Borrowings under term loans | 0 | ||||
Repayments under term loans | 0 | 0 | |||
Borrowings under receivables securitization facility | 0 | 0 | |||
Repayments under receivables securitization facility | 0 | ||||
Repayments of other long-term debt | (596) | (1,592) | |||
Payments of other obligations | (2,050) | (407) | |||
Settlement of foreign currency forward contract | 0 | ||||
Investment and intercompany note activity with parent | 32,051 | (497,100) | |||
Dividends | (116,668) | (150,220) | |||
Net cash (used in) provided by financing activities | (151,365) | 344,881 | |||
Effect of exchange rate changes on cash and equivalents | 53 | (142) | |||
Net (decrease) increase in cash and equivalents | (3,388) | (15) | |||
Cash and equivalents, beginning of period | 32,103 | 13,693 | 13,693 | ||
Cash and equivalents, end of period | 28,715 | 13,678 | 28,715 | 13,678 | 32,103 |
Non-Guarantor Subsidiaries | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net cash provided by operating activities | 89,630 | (60,182) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchases of property and equipment | (31,969) | (27,961) | |||
Investment and intercompany note activity with subsidiaries | 0 | 0 | |||
Acquisitions, net of cash acquired | (30,625) | (116,596) | |||
Other investing activities, net | (5,794) | (79) | |||
Net cash used in investing activities | (68,388) | (144,636) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from exercise of stock options | 0 | 0 | |||
Excess tax benefit from stock-based payments | 0 | 0 | |||
Debt issuance costs | (75) | ||||
Taxes paid related to net share settlements of stock-based compensation awards | 0 | ||||
Borrowings under revolving credit facilities | 67,621 | 527,461 | |||
Repayments under revolving credit facilities | (79,276) | (49,432) | |||
Borrowings under term loans | 0 | ||||
Repayments under term loans | 0 | 0 | |||
Borrowings under receivables securitization facility | 2,100 | 80,000 | |||
Repayments under receivables securitization facility | (1,758) | ||||
Repayments of other long-term debt | (9,994) | (10,017) | |||
Payments of other obligations | 0 | (41,527) | |||
Settlement of foreign currency forward contract | 0 | ||||
Investment and intercompany note activity with parent | (1,233) | 282,681 | |||
Dividends | 0 | 0 | |||
Net cash (used in) provided by financing activities | (20,074) | 223,729 | |||
Effect of exchange rate changes on cash and equivalents | 167 | 2,865 | |||
Net (decrease) increase in cash and equivalents | 1,335 | 21,776 | |||
Cash and equivalents, beginning of period | 67,572 | 58,869 | 58,869 | ||
Cash and equivalents, end of period | 68,907 | 80,645 | 68,907 | 80,645 | 67,572 |
Consolidation, Eliminations | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net cash provided by operating activities | (116,668) | (150,220) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchases of property and equipment | 0 | 0 | |||
Investment and intercompany note activity with subsidiaries | (30,818) | 214,419 | |||
Acquisitions, net of cash acquired | 0 | 0 | |||
Other investing activities, net | 0 | 0 | |||
Net cash used in investing activities | (30,818) | 214,419 | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from exercise of stock options | 0 | 0 | |||
Excess tax benefit from stock-based payments | 0 | 0 | |||
Debt issuance costs | 0 | ||||
Taxes paid related to net share settlements of stock-based compensation awards | 0 | ||||
Borrowings under revolving credit facilities | 0 | 0 | |||
Repayments under revolving credit facilities | 0 | 0 | |||
Borrowings under term loans | 0 | ||||
Repayments under term loans | 0 | 0 | |||
Borrowings under receivables securitization facility | 0 | 0 | |||
Repayments under receivables securitization facility | 0 | ||||
Repayments of other long-term debt | 0 | 0 | |||
Payments of other obligations | 0 | 0 | |||
Settlement of foreign currency forward contract | 0 | ||||
Investment and intercompany note activity with parent | (30,818) | 214,419 | |||
Dividends | 116,668 | 150,220 | |||
Net cash (used in) provided by financing activities | 147,486 | (64,199) | |||
Effect of exchange rate changes on cash and equivalents | 0 | 0 | |||
Net (decrease) increase in cash and equivalents | 0 | 0 | |||
Cash and equivalents, beginning of period | 0 | 0 | 0 | ||
Cash and equivalents, end of period | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |