Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 21, 2016 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
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 | 307,510,598 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and equivalents | $ 271,851 | $ 87,397 |
Receivables, net | 959,321 | 590,160 |
Inventories, net | 1,912,568 | 1,556,552 |
Prepaid expenses and other current assets | 151,801 | 106,603 |
Total Current Assets | 3,295,541 | 2,340,712 |
Property, Plant and Equipment, net | 1,023,707 | 696,567 |
Intangible Assets: | ||
Goodwill | 3,117,150 | 2,319,246 |
Other intangibles, net | 619,246 | 215,117 |
Other Assets | 148,308 | 76,195 |
Total Assets | 8,203,952 | 5,647,837 |
Current Liabilities: | ||
Accounts payable | 682,719 | 415,588 |
Accrued expenses: | ||
Accrued payroll-related liabilities | 106,544 | 86,527 |
Other accrued expenses | 238,302 | 162,225 |
Other current liabilities | 46,814 | 31,596 |
Current portion of long-term obligations | 74,829 | 56,034 |
Total Current Liabilities | 1,149,208 | 751,970 |
Long-Term Obligations, Excluding Current Portion | 3,189,345 | 1,528,668 |
Deferred Income Taxes | 226,682 | 127,239 |
Other Noncurrent Liabilities | 211,440 | 125,278 |
Commitments and Contingencies | ||
Stockholders’ Equity: | ||
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 306,785,582 and 305,574,384 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively | 3,074 | 3,055 |
Additional paid-in capital | 1,110,841 | 1,090,713 |
Retained earnings | 2,504,028 | 2,126,384 |
Accumulated other comprehensive loss | (190,666) | (105,470) |
Total Stockholders’ Equity | 3,427,277 | 3,114,682 |
Total Liabilities and Stockholders’ Equity | $ 8,203,952 | $ 5,647,837 |
Unaudited Condensed Consolidat3
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
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 | 307,487,198 | 305,574,384 |
Common stock, shares outstanding | 307,487,198 | 305,574,384 |
Unaudited Condensed Consolidat4
Unaudited Condensed Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||||
Revenue | $ 2,386,830 | $ 1,831,732 | $ 6,758,999 | $ 5,443,714 | ||
Cost of goods sold | 1,503,418 | 1,118,953 | 4,193,203 | 3,307,512 | ||
Gross margin | 883,412 | 712,779 | 2,565,796 | 2,136,202 | ||
Facility and warehouse expenses | 183,048 | 143,918 | 519,323 | 412,954 | ||
Distribution expenses | 172,566 | 158,768 | 509,240 | 450,521 | ||
Selling, general and administrative expenses | 263,372 | 207,887 | 735,843 | 616,924 | ||
Restructuring and acquisition related expenses | 8,412 | 4,578 | 32,303 | 12,729 | ||
Depreciation and amortization | 53,016 | 30,883 | 137,233 | 90,118 | ||
Operating income | 202,998 | 166,745 | 631,854 | 552,956 | ||
Other expense (income): | ||||||
Interest expense, net | 27,059 | 14,722 | 68,032 | 44,250 | ||
Loss on debt extinguishment | 0 | 0 | 26,650 | 0 | ||
Gains on foreign exchange contracts - acquisition related | 0 | (18,342) | ||||
Gain (Loss) on Sale of Derivatives | 0 | 18,342 | 0 | |||
Other expense (income), net | (3,279) | (2,928) | (4,829) | (912) | ||
Total other expense, net | 23,780 | 11,794 | 71,511 | 43,338 | ||
Income before provision for income taxes | 179,218 | 154,951 | 560,343 | 509,618 | ||
Provision for income taxes | 56,797 | 52,475 | 182,751 | 177,255 | ||
Equity in earnings of unconsolidated subsidiaries | 267 | (1,130) | 52 | (4,200) | ||
Net income | $ 122,688 | $ 142,785 | $ 112,171 | $ 101,346 | $ 377,644 | $ 328,163 |
Earnings per share: | ||||||
Basic | $ 0.40 | $ 0.33 | $ 1.23 | $ 1.08 | ||
Diluted | $ 0.40 | $ 0.33 | $ 1.22 | $ 1.07 |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||||
Net income | $ 122,688 | $ 142,785 | $ 112,171 | $ 101,346 | $ 377,644 | $ 328,163 |
Other comprehensive (loss) income: | ||||||
Foreign currency translation | (12,317) | (33,458) | (85,434) | (43,758) | ||
Net change in unrecognized gains/losses on derivative instruments, net of tax | 3,059 | 612 | (123) | 1,813 | ||
Net change in unrealized gains/losses on pension plan, net of tax | 94 | (25) | 361 | 82 | ||
Total other comprehensive (loss) income | (9,164) | (32,871) | (85,196) | (41,863) | ||
Total comprehensive income | $ 113,524 | $ 68,475 | $ 292,448 | $ 286,300 |
Unaudited Condensed Consolidat6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 377,644 | $ 328,163 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 150,370 | 94,688 |
Stock-based compensation expense | 17,062 | 16,291 |
Loss on debt extinguishment | 26,650 | 0 |
Gains on foreign exchange contracts - acquisition related | (18,342) | |
Other | 6,711 | 6,580 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Receivables, net | (46,376) | (6,304) |
Inventories, net | 27,070 | 22,345 |
Prepaid income taxes/income taxes payable | 4,134 | 39,639 |
Accounts payable | (12,412) | (11,139) |
Other operating assets and liabilities | (8,360) | 14,732 |
Net cash provided by operating activities | 524,151 | 504,995 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | (152,746) | (99,573) |
Acquisitions, net of cash acquired | (1,301,127) | (157,357) |
Proceeds from foreign exchange contracts | 18,342 | 0 |
Other investing activities, net | 10,841 | 3,174 |
Net cash used in investing activities | (1,424,690) | (253,756) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from exercise of stock options | 7,525 | 7,534 |
Taxes paid related to net share settlements of stock-based compensation awards | (4,440) | (7,423) |
Debt issuance costs | (16,404) | 0 |
Proceeds from issuance of euro notes | 563,450 | 0 |
Borrowings under revolving credit facilities | 1,961,702 | 282,421 |
Repayments under revolving credit facilities | (1,239,234) | (433,840) |
Borrowings under term loans | 338,478 | 0 |
Repayments under term loans | (9,461) | (16,875) |
Borrowings under receivables securitization facility | 100,480 | 3,858 |
Repayments under receivables securitization facility | (66,500) | (8,958) |
Borrowings (repayments) of other debt, net | (2,362) | (50,843) |
Repayment of Rhiag Debt and Related payments | (543,347) | 0 |
Repayment of Rhiag debt and related payments | (1,405) | (2,491) |
Net cash provided by (used in) financing activities | 1,088,482 | (226,617) |
Effect of exchange rate changes on cash and equivalents | (3,489) | (2,141) |
Net increase in cash and equivalents | 184,454 | 22,481 |
Cash and equivalents, beginning of period | 87,397 | 114,605 |
Cash and equivalents, end of period | 271,851 | 137,086 |
Supplemental disclosure of cash paid for: | ||
Income taxes, net of refunds | 184,719 | 138,192 |
Interest | 65,888 | 35,430 |
Supplemental disclosure of noncash investing and financing activities: | ||
Notes payable and other financing obligations, including notes issued and debt assumed in connection with business acquisitions | 560,955 | 28,598 |
Noncash property, plant and equipment additions | $ 1,617 | $ 4,841 |
Unaudited Condensed Consolidat7
Unaudited Condensed Consolidated Statements of Stockholders' Equity - 9 months ended Sep. 30, 2016 - 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, 2015 | 305,574 | ||||
Beginning balance at Dec. 31, 2015 | $ 3,114,682 | $ 3,055 | $ 1,090,713 | $ 2,126,384 | $ (105,470) |
Net Income | 377,644 | 0 | 0 | 377,644 | 0 |
Total other comprehensive (loss) income | (85,196) | $ 0 | 0 | 0 | (85,196) |
RSUs vested, shares | 846 | ||||
Restricted stock units vested, value | (4,440) | $ 8 | (4,448) | 0 | 0 |
Stock-based compensation expense | 17,062 | 17,062 | 0 | 0 | |
Stock options exercised, shares | 1,067 | ||||
Exercise of stock options, value | 7,525 | $ 11 | 7,514 | 0 | 0 |
Ending balance, shares at Sep. 30, 2016 | 307,487 | ||||
Ending balance at Sep. 30, 2016 | $ 3,427,277 | $ 3,074 | $ 1,110,841 | $ 2,504,028 | $ (190,666) |
Interim Financial Statements
Interim Financial Statements | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Interim Financial Statements | Interim Financial Statements The unaudited financial statements presented in this report represent the consolidation of LKQ Corporation, a Delaware corporation, and its subsidiaries. LKQ Corporation is a holding company and all operations are conducted by subsidiaries. When the terms "LKQ," "the Company," "we," "us," or "our" are used in this document, those terms refer to LKQ Corporation and its consolidated subsidiaries. We have prepared the accompanying unaudited 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 ("GAAP") 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, 2015 filed with the SEC on February 25, 2016. As described in Note 2, "Business Combinations ," on April 21, 2016, we completed our acquisition of Pittsburgh Glass Works LLC ("PGW"), a leading global distributor and manufacturer of automotive glass products. With our acquisition of PGW, we present an additional reportable segment, Glass. Our unaudited condensed consolidated financial statements reflect the impact of PGW from the date of acquisition through September 30, 2016. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations On March 18, 2016, LKQ acquired Rhiag-Inter Auto Parts Italia S.p.A. ("Rhiag"), a distributor of aftermarket spare parts for passenger cars and commercial vehicles in Italy, Czech Republic, Slovakia, Switzerland, Hungary, Romania, Ukraine, Bulgaria, Poland and Spain. This acquisition expanded LKQ's geographic presence in continental Europe, and we believe the acquisition will generate potential purchasing synergies. Total acquisition date fair value of the consideration for our Rhiag acquisition was €534.2 million ( $602.0 million ), composed of €533.6 million ( $601.4 million ) of cash (net of cash acquired) and €0.6 million ( $0.6 million ) of intercompany balances considered to be effectively settled as part of the transaction. In addition, we assumed €488.8 million ( $550.8 million ) of existing Rhiag debt as of the acquisition date. To fund the purchase price of the Rhiag acquisition, LKQ entered into foreign currency forward contracts in March 2016 to acquire a total of €588 million . The rates locked in under the foreign currency forwards were favorable to the spot rate on the settlement date, and as a result, these derivative contracts generated a gain of $18.3 million during the three months ended March 31, 2016. The gain on the foreign currency forwards was recorded in Gains on foreign exchange contracts - acquisition related on our unaudited condensed consolidated statement of income for the nine months ended September 30, 2016 . We recorded $581.8 million of goodwill related to our acquisition of Rhiag, which we do not expect to be deductible for income tax purposes. In the period between the acquisition date and September 30, 2016 , Rhiag, which is reported in our Europe reportable segment, generated revenue of $586.4 million and operating income of $17.2 million , which included $10.9 million of acquisition related costs. On April 21, 2016, LKQ acquired PGW. PGW’s business comprises wholesale and retail distribution services and automotive glass manufacturing. The acquisition expanded our addressable market in North America and globally. Additionally, we believe the acquisition will create potential distribution synergies with our existing network. Total acquisition date fair value of the consideration for our PGW acquisition was $661.7 million , consisting of cash paid (net of cash acquired). We recorded $221.6 million of goodwill related to our acquisition of PGW, of which we expect $91.6 million to be deductible for income tax purposes. In the period between the acquisition date and September 30, 2016 , PGW generated revenue of $468.5 million and operating income of $23.0 million , which included $2.1 million of acquisition related costs. In addition to our acquisitions of Rhiag and PGW, we acquired five wholesale businesses in Europe and one wholesale business in North America during the nine months ended September 30, 2016 . Total acquisition date fair value of the consideration for these acquisitions was $42.3 million , composed of $38.0 million of cash (net of cash acquired), $1.4 million of notes payable, and $3.0 million of other purchase price obligations. During the nine months ended September 30, 2016 , we recorded $30.1 million of goodwill related to these acquisitions and immaterial adjustments to preliminary purchase price allocations related to certain of our 2015 acquisitions. We expect that substantially all of the goodwill recorded for these acquisitions will not be deductible for income tax purposes. In the period between the acquisition dates and September 30, 2016 , these acquisitions generated revenue of $14.9 million and operating income of $1.1 million . In October 2016, we acquired substantially all of the business assets of Andrew Page Limited out of receivership. Andrew Page Limited is a distributor of aftermarket automotive parts in the United Kingdom, and the acquisition is subject to customary regulatory approval from the Competition and Markets Authority in the U.K. The preliminary aggregate cash purchase price for this acquisition was approximately £ 16.5 million ( $21.1 million ). We are in the process of completing the purchase accounting for this acquisition, 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 acquisition on our results of operations. During 2015, we completed 18 acquisitions, including 4 wholesale businesses in North America, 12 wholesale businesses in Europe, a self service retail operation, and a specialty vehicle aftermarket business. Our wholesale business acquisitions in North America included PartsChannel, Inc. ("Parts Channel"), an aftermarket collision parts distributor. The specialty aftermarket business acquired was The Coast Distribution System, Inc. ("Coast"), a supplier of replacement parts, supplies and accessories in North America for the recreational vehicle and outdoor recreation markets. Our European acquisitions included 11 aftermarket parts distribution businesses in the Netherlands, 9 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 2015 enabled us to expand our geographic presence. Total acquisition date fair value of the consideration for these acquisitions was $187.9 million , composed of $161.3 million of cash (net of cash acquired), $4.3 million of notes payable, $21.2 million of other purchase price obligations, and $ 1.1 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, 2015 , we recorded $92.2 million of goodwill related to these acquisitions and immaterial adjustments to preliminary purchase price allocations related to certain of our 2014 acquisitions. We expect $69.9 million of the $92.2 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 nine months ended September 30, 2016 and the last three months of 2015 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. From the date of our preliminary allocation for Rhiag in the first quarter of 2016 through September 30, 2016 , we recorded adjustments based on our valuation procedures for our acquisition of Rhiag that resulted in the allocation of $158.0 million of goodwill to acquired assets, primarily intangible assets and property, plant and equipment. Additionally, from the date of our preliminary allocation for PGW as of June 30, 2016 through September 30, 2016 , we recorded adjustments based on our valuation procedures that resulted in a $ 37.6 million increase to goodwill recorded for our PGW acquisition. This was primarily attributable to a decline in the value allocated to property, plant and equipment, partially offset by an allocation of goodwill to acquired assets, primarily intangible assets. The income statement effect of the Rhiag and PGW measurement period adjustments that would have been recorded in previous reporting periods if the adjustment had been recognized as of the acquisition date was immaterial. The balance sheet impact and income statement effect of other measurement-period adjustments recorded for acquisitions completed in prior periods was immaterial. The preliminary purchase price allocations for the acquisitions completed during the nine months ended September 30, 2016 and the year ended December 31, 2015 are as follows (in thousands): Nine Months Ended Year Ended September 30, 2016 December 31, 2015 Rhiag PGW Other Acquisitions Total All Acquisitions Receivables $ 230,670 $ 136,523 $ 9,924 $ 377,117 $ 29,628 Receivable reserves (28,242 ) (6,146 ) (780 ) (35,168 ) (3,926 ) Inventories, net (1) 239,529 169,159 12,690 421,378 79,646 Prepaid expenses and other current assets 10,822 42,573 2,027 55,422 3,337 Property, plant and equipment 58,062 225,712 3,736 287,510 11,989 Goodwill 581,777 221,571 30,069 833,417 92,175 Other intangibles 429,460 35,054 30 464,544 9,926 Other assets 2,092 57,672 (288 ) 59,476 5,166 Deferred income taxes (109,833 ) 2,024 (306 ) (108,115 ) 4,102 Current liabilities assumed (238,375 ) (167,520 ) (13,022 ) (418,917 ) (39,191 ) Debt assumed (550,843 ) (4,027 ) (1,734 ) (556,604 ) (2,365 ) Other noncurrent liabilities assumed (23,112 ) (50,847 ) — (73,959 ) (2,651 ) Other purchase price obligations — — (2,991 ) (2,991 ) (21,199 ) Notes issued — — (1,360 ) (1,360 ) (4,296 ) Settlement of pre-existing balances (591 ) — (32 ) (623 ) (1,073 ) Cash used in acquisitions, net of cash acquired $ 601,416 $ 661,748 $ 37,963 $ 1,301,127 $ 161,268 (1) The PGW inventory balance includes the impact of a $9.8 million step-up adjustment to report the inventory at its fair value. Other noncurrent liabilities recorded for our acquisitions of Rhiag and PGW includes a liability for certain pension and other post-retirement obligations we assumed with the acquisitions. Due to the immateriality of these plans, we have not provided the detailed disclosures otherwise prescribed by the accounting guidance on pensions and other post-retirement obligations. The primary objectives of our acquisitions made during the nine months ended September 30, 2016 and the year ended December 31, 2015 were to create economic value for our stockholders by enhancing our position as a leading source for alternative collision and mechanical repair products and to expand into other product lines and businesses that may benefit from our operating strengths. Our 2016 acquisition of Rhiag enabled us to expand our market presence in continental Europe. We believe that our Rhiag acquisition will allow for synergies within our European operations, most notably in procurement, and these projected synergies contributed to the goodwill recorded on the Rhiag acquisition. Our April 2016 acquisition of PGW enabled us to enter into new product lines and increase the size of our addressable market. In addition, we believe that our PGW acquisition will allow for distribution synergies with our existing network in North America, which contributed to the goodwill recorded on the acquisition. When we identify potential acquisitions, we attempt to target companies with a leading market presence, 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 nine months ended September 30, 2016 as though the businesses had been acquired as of January 1, 2015 and the businesses acquired during the year ended December 31, 2015 as though they had been acquired as of January 1, 2014 . The pro forma adjustments are based upon unaudited financial information of the acquired entities (in thousands, except per share data): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Revenue, as reported $ 2,386,830 $ 1,831,732 $ 6,758,999 $ 5,443,714 Revenue of purchased businesses for the period prior to acquisition: Rhiag — 256,479 213,376 738,364 PGW — 281,004 328,000 818,389 Other acquisitions 5,551 48,061 44,763 269,402 Pro forma revenue $ 2,392,381 $ 2,417,276 $ 7,345,138 $ 7,269,869 Net income, as reported $ 122,688 $ 101,346 $ 377,644 $ 328,163 Net income of purchased businesses for the period prior to acquisition, and pro forma purchase accounting adjustments: Rhiag — 5,091 (447 ) 9,670 PGW — 8,466 13,573 11,121 Other acquisitions 239 (32 ) 2,467 6,755 Acquisition related expenses, net of tax (2) 375 636 10,781 1,440 Pro forma net income $ 123,302 $ 115,507 $ 404,018 $ 357,149 Earnings per share, basic—as reported $ 0.40 $ 0.33 $ 1.23 $ 1.08 Effect of purchased businesses for the period prior to acquisition: Rhiag — 0.02 0.00 0.03 PGW — 0.03 0.04 0.04 Other acquisitions 0.00 0.00 0.01 0.02 Acquisition related expenses, net of tax (2) 0.00 0.00 0.04 0.00 Pro forma earnings per share, basic (1) $ 0.40 $ 0.38 $ 1.32 $ 1.17 Earnings per share, diluted—as reported $ 0.40 $ 0.33 $ 1.22 $ 1.07 Effect of purchased businesses for the period prior to acquisition: Rhiag — 0.02 0.00 0.03 PGW — 0.03 0.04 0.04 Other acquisitions 0.00 0.00 0.01 0.02 Acquisition related expenses, net of tax (2) 0.00 0.00 0.03 0.00 Pro forma earnings per share, diluted (1) $ 0.40 $ 0.38 $ 1.30 $ 1.16 (1) The sum of the individual earnings per share amounts may not equal the total due to rounding. (2) Includes expenses related to acquisitions closed in the period and excludes expenses for acquisitions not yet completed. 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 fair value; adjustments to depreciation on acquired property, plant and equipment; adjustments to rent expense for above or below market leases; adjustments to amortization on acquired intangible assets; adjustments to interest expense; and the related tax effects. The pro forma impact of our acquisitions also reflects the elimination of acquisition related expenses, net of tax. Refer to Note 4, "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. |
Financial Statement Information
Financial Statement Information | 9 Months Ended |
Sep. 30, 2016 | |
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 $35.6 million and $32.8 million at September 30, 2016 and December 31, 2015 , 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 have a reserve for uncollectible accounts which was approximately $50.2 million and $24.6 million at September 30, 2016 and December 31, 2015 , respectively. Our March 2016 acquisition of Rhiag and our April 2016 acquisition of PGW contributed $23.0 million and $4.8 million , respectively, to our reserve for uncollectible accounts. See Note 2, "Business Combinations " for further information on our acquisitions. Inventories, net Inventories, net consists of the following (in thousands): September 30, December 31, 2016 2015 Aftermarket and refurbished products $ 1,450,981 $ 1,146,162 Salvage and remanufactured products 386,688 410,390 Glass manufacturing products (1) 74,899 — Total inventories, net $ 1,912,568 $ 1,556,552 (1) Includes all inventory types related to PGW's manufacturing and fabrication of original equipment manufacturer ("OEM") automotive glass parts. Aftermarket automotive glass products distributed by PGW are included within aftermarket and refurbished products above. The balance of glass manufacturing products as of September 30, 2016 is composed of $14.3 million of raw materials, $22.7 million of work in process, and $37.9 million of finished goods. Our U.S. glass manufacturing products inventory is stated at the lower of cost, using the first-in first-out method, or market. Our acquisitions completed during 2016 , including our March 2016 acquisition of Rhiag and our April 2016 acquisition of PGW, and adjustments to preliminary valuations of inventory for certain of our 2015 acquisitions as of the acquisition date, contributed $339.7 million to our aftermarket and refurbished products inventory, $3.9 million to our salvage and remanufactured products inventory, and $77.8 million to our glass manufacturing products inventory. See Note 2, "Business Combinations " for further information on our acquisitions. Property, Plant and Equipment In Note 3, "Financial Statement Information " in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 filed with the SEC on August 2, 2016, we included certain disclosures related to our property, plant and equipment as of June 30, 2016 due to the material changes resulting from the acquisitions of Rhiag and PGW. There have been no material changes to the information contained in those disclosures as of September 30, 2016. Included in Cost of Goods Sold on the Unaudited Condensed Consolidated Statements of Income is depreciation expense associated with our refurbishing, remanufacturing, glass manufacturing, and furnace operations as well as our distribution centers. 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 and supplier 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 nine months ended September 30, 2016 are as follows (in thousands): North America Europe Specialty Glass Total Balance as of January 1, 2016 $ 1,445,850 $ 594,482 $ 278,914 $ — $ 2,319,246 Business acquisitions and adjustments to previously recorded goodwill 2,304 605,877 3,665 221,571 833,417 Exchange rate effects 1,989 (36,608 ) (294 ) (600 ) (35,513 ) Balance as of September 30, 2016 $ 1,450,143 $ 1,163,751 $ 282,285 $ 220,971 $ 3,117,150 During the nine months ended September 30, 2016 , we recorded $581.8 million of goodwill related to our acquisition of Rhiag and $221.6 million related to our acquisition of PGW. See Note 2, "Business Combinations " for further information on our acquisitions. The components of other intangibles are as follows (in thousands): September 30, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trade names and trademarks $ 300,248 $ (52,995 ) $ 247,253 $ 172,219 $ (43,458 ) $ 128,761 Customer and supplier relationships 412,711 (77,914 ) 334,797 95,508 (41,007 ) 54,501 Software and other technology related assets 59,349 (27,131 ) 32,218 44,500 (17,844 ) 26,656 Covenants not to compete 11,795 (6,817 ) 4,978 10,774 (5,575 ) 5,199 $ 784,103 $ (164,857 ) $ 619,246 $ 323,001 $ (107,884 ) $ 215,117 The components of other intangibles acquired during the nine months ended September 30, 2016 include the following (in thousands): Gross Amount Rhiag PGW Trade names and trademarks $ 127,351 $ 4,700 Customer and supplier relationships 291,893 27,700 Software and other technology related assets 10,216 1,054 Covenants not to compete — 1,600 $ 429,460 $ 35,054 Amortization expense for intangible assets was $58.2 million and $25.0 million during the nine months ended September 30, 2016 and 2015 , respectively. Estimated amortization expense for each of the five years in the period ending December 31, 2020 is $82.8 million , $90.8 million , $75.1 million , $60.4 million and $49.3 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. 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, 2016 $ 17,363 Warranty expense 23,789 Warranty claims (21,917 ) Balance as of September 30, 2016 $ 19,235 Investments in Unconsolidated Subsidiaries In February 2016, we sold our investment in ACM Parts Pty Ltd ("ACM"). As part of the PGW acquisition, we obtained ownership interests in three joint ventures, including glass manufacturing operations in China and Mexico. Our investment in unconsolidated subsidiaries and our equity in the net earnings of the investees was not material as of and for the three and nine months ended September 30, 2016. 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; however, we do not plan to early adopt. Based on our preliminary assessment, the new guidance will change the way we present sales returns, but we do not anticipate the adoption will have a material impact on our current revenue recognition policies or practices. We will continue to evaluate the potential effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures, which may identify other impacts. In September 2015, the FASB issued Accounting Standards Update 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments" ("ASU 2015-16"), which requires an acquirer to recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustments are identified as opposed to recognition as if the accounting had been completed as of the acquisition date. The ASU also requires disclosure regarding amounts that would have been recorded in previous reporting periods if the adjustment had been recognized as of the acquisition date. ASU 2015-16 became effective for the Company during the first quarter of our fiscal year 2016 and is being applied on a prospective basis. The measurement-period adjustments for our acquisitions and the related impact on earnings of any amounts that would have been recorded in previous periods are disclosed in Note 2, "Business Combinations ." In February 2016, the FASB issued Accounting Standards Update 2016-02, "Leases" ("ASU 2016-02"), t o increase transparency and comparability by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between current GAAP and this ASU is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under current GAAP. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The standard requires that entities apply the effects of these changes using a modified retrospective approach, which includes a number of optional practical expedients. While we are still in the process of quantifying the impact that the adoption of ASU 2016-02 will have on our consolidated financial statements and related disclosures, we anticipate the adoption will materially affect our consolidated balance sheet and disclosures, as the majority of our operating leases will be recorded on the balance sheet under ASU 2016-02. We do not anticipate adoption of this accounting standard to have a material impact to our consolidated statements of income. In March 2016, the FASB issued Accounting Standards Update No. 2016-09, "Improvements to Employee Share-Based Payment Accounting" (“ASU 2016-09”), to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows, the treatment of forfeitures, and calculation of earnings per share. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. During the three months ended September 30, 2016, the Company elected to early adopt ASU 2016-09 effective January 1, 2016. The provisions of the accounting standard related to the recognition of excess tax benefits in income tax expense were adopted prospectively, and resulted in the recognition of an $11.5 million income tax benefit and an increase of $0.04 to both basic and diluted earnings per share during the nine months ended September 30, 2016. The recognition of the income tax benefit during the nine months ended September 30, 2016 resulted in a corresponding increase of $11.5 million to retained earnings, with an equal offset to Additional Paid in Capital as of September 30, 2016 related to the recognition of excess tax benefits in 2016. While the full year-to-date impact is reported in the third quarter year-to-date results, the results for the three months ended September 30, 2016 reflect only the quarter-to-date impact of adopting this standard; quarterly information for the first and second quarters of 2016 will be recast in future filings when results for these periods are presented. Refer to the table below for the impact to quarterly net income, and basic and diluted earnings per share as a result of adopting this accounting standard. The presentation of excess tax benefits on share-based payments was adjusted retrospectively within the Unaudited Condensed Consolidated Statements of Cash Flows, resulting in an $11.7 million and $13.7 million increase in operating cash flows for the nine months ended September 30, 2016 and 2015, respectively, with a corresponding decrease to financing cash flows. The impact to our quarterly financial statements as a result of adoption of ASU 2016-09 is presented below (in thousands, except per share amounts): Three Months Ended Nine Months Ended March 31, June 30, September 30, September 30, Net Income Prior to adoption of ASU 2016-09 $ 107,732 $ 140,737 $ 117,704 $ 366,173 Adjustment - adoption of ASU 2016-09 4,439 2,048 4,984 11,471 As adjusted $ 112,171 $ 142,785 $ 122,688 $ 377,644 Basic Earnings per Share (1) Prior to adoption of ASU 2016-09 $ 0.35 $ 0.46 $ 0.38 $ 1.19 Adjustment - adoption of ASU 2016-09 0.02 0.01 0.02 0.04 As adjusted $ 0.37 $ 0.47 $ 0.40 $ 1.23 Diluted Earnings per Share (1) Prior to adoption of ASU 2016-09 $ 0.35 $ 0.46 $ 0.38 $ 1.18 Adjustment - adoption of ASU 2016-09 0.01 0.00 0.02 0.04 As adjusted $ 0.36 $ 0.46 $ 0.40 $ 1.22 (1) The sum of the individual earnings per share amounts may not equal the total due to rounding. In August 2016, the FASB issued Accounting Standards Update No. 2016-15, "Classification of Certain Cash Receipts and Cash Payments" ("ASU 2016-15"), to add and clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows. The ASU includes guidance on classification for the following items: debt prepayment or debt extinguishment costs, settlement of zero coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims and corporate-owned or bank-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and other separately identifiable cash flows where application of the predominance principle is prescribed. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017; early adoption is permitted. The guidance requires retrospective application to all periods presented unless it is impracticable to do so. We are still evaluating the impact that ASU 2016-15 will have on our consolidated financial statements and related disclosures. |
Restructuring and Acquisition R
Restructuring and Acquisition Related Expenses | 9 Months Ended |
Sep. 30, 2016 | |
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 $2.7 million and $18.4 million for the three and nine months ended September 30, 2016 , respectively. Of our 2016 expenses, $10.9 million related to our acquisition of Rhiag, $4.1 million related to our acquisition of PGW, and $3.4 million related to other completed and potential acquisitions. Acquisition related expenses incurred during the three and nine months ended September 30, 2015 totaled $1.2 million and $2.4 million , respectively. The expenses incurred in the three and nine months ended September 30, 2015 were primarily related to our acquisition of eleven aftermarket distribution businesses in the Netherlands and our acquisition of Coast. Acquisition Integration Plans During the three and nine months ended September 30, 2016 , we incurred $5.7 million and $13.9 million of restructuring expenses, respectively. Expenses incurred during the three and nine months ended September 30, 2016 were primarily a result of the integration of our acquisition of Parts Channel into our existing North America wholesale business, the integration of our Coast acquisition into our existing Specialty business, and restructuring activities within our Glass segment. Expenses incurred were primarily related to facility closure and relocation costs for duplicate facilities, the merger of existing facilities into larger distribution centers, and the termination of employees. During the three and nine months ended September 30, 2015 , we incurred $3.4 million and $10.3 million of restructuring expenses, respectively. These expenses were primarily a result of the integration of our acquisition of Parts Channel into our existing North American wholesale business and our October 2014 acquisition of Stag Parkway Holding Company, a supplier of parts for recreational vehicles, into our Specialty business. Expenses incurred were primarily related to facility closure and relocation costs for duplicate facilities, and the termination of employees in connection with the consolidation of overlapping facilities with our existing business. We expect to incur expenses related to the integration of certain of our other acquisitions into our existing operations during the fourth quarter of 2016 and extending into 2017. These integration activities are expected to include the closure of duplicate facilities, rationalization of personnel 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 ; this amount excludes any potential future restructuring expense related to the integration of our acquisitions of Rhiag and PGW with our existing business. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
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 nine months ended September 30, 2016 , we granted 976,318 RSUs to employees. The fair value of RSUs that vested during the nine months ended September 30, 2016 was $29.2 million . The following table summarizes activity related to our RSUs under the Equity Incentive Plan for the nine months ended September 30, 2016 : Number Outstanding Weighted Average Grant Date Fair Value Aggregate Intrinsic Value (in thousands) (1) Unvested as of January 1, 2016 1,981,292 $ 24.19 $ 58,706 Granted 976,318 $ 29.05 Vested (996,607 ) $ 22.30 Forfeited / Canceled (74,196 ) $ 27.18 Unvested as of September 30, 2016 1,886,807 $ 27.58 $ 66,906 Expected to vest after September 30, 2016 1,781,698 $ 27.63 $ 63,179 (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 nine months ended September 30, 2016 . The following table summarizes activity related to our stock options under the Equity Incentive Plan for the nine months ended September 30, 2016 : Number Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) (1) Balance as of January 1, 2016 3,765,952 $ 8.63 2.9 $ 79,317 Exercised (1,066,756 ) $ 7.05 Forfeited / Canceled (17,400 ) $ 23.66 Balance as of September 30, 2016 2,681,796 $ 9.16 2.5 $ 70,519 Exercisable as of September 30, 2016 2,600,860 $ 8.44 2.5 $ 70,264 Exercisable as of September 30, 2016 and expected to vest thereafter 2,673,702 $ 9.09 2.5 $ 70,493 (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, 2016 and September 30, 2016, 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 Nine Months Ended September 30, September 30, 2016 2015 2016 2015 RSUs $ 5,591 $ 5,119 $ 16,950 $ 16,067 Stock options 46 58 112 224 Total stock-based compensation expense $ 5,637 $ 5,177 $ 17,062 $ 16,291 As of September 30, 2016 , unrecognized compensation expense related to unvested RSUs and stock options is $41.3 million and $0.1 million , respectively, and is expected to be recognized over weighted-average periods of 3.1 years and 0.3 years, respectively. Stock-based compensation expense related to these awards will be different to the extent that forfeitures are realized. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2016 | |
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 Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Net Income $ 122,688 $ 101,346 $ 377,644 $ 328,163 Denominator for basic earnings per share—Weighted-average shares outstanding 307,190 305,059 306,690 304,453 Effect of dilutive securities: RSUs 681 603 686 678 Stock options 2,165 2,066 2,295 2,195 Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding 310,036 307,728 309,671 307,326 Earnings per share, basic $ 0.40 $ 0.33 $ 1.23 $ 1.08 Earnings per share, diluted $ 0.40 $ 0.33 $ 1.22 $ 1.07 Our earnings per share calculation for the three and nine months ended September 30, 2016 reflects the adoption of ASU 2016-09 as discussed in Note 3, "Financial Statement Information ." 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 nine months ended September 30, 2016 and 2015 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Antidilutive securities: RSUs — 272 76 306 Stock options — 95 57 97 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016 September 30, 2015 Foreign Unrealized (Loss) Gain Unrealized (Loss) Gain Accumulated Foreign Unrealized (Loss) Gain Unrealized (Loss) Gain on Pension Plan Accumulated Beginning balance $ (170,007 ) $ (4,114 ) $ (7,381 ) $ (181,502 ) $ (37,373 ) $ (2,200 ) $ (9,644 ) $ (49,217 ) Pretax (loss) income (12,317 ) 3,390 — (8,927 ) (33,458 ) (575 ) — (34,033 ) Income tax effect — (1,087 ) — (1,087 ) — 185 — 185 Reclassification of unrealized loss — 1,124 125 1,249 — 1,542 (34 ) 1,508 Reclassification of deferred income taxes — (368 ) (31 ) (399 ) — (540 ) 9 (531 ) Ending Balance $ (182,324 ) $ (1,055 ) $ (7,287 ) $ (190,666 ) $ (70,831 ) $ (1,588 ) $ (9,669 ) $ (82,088 ) Nine Months Ended Nine Months Ended September 30, 2016 September 30, 2015 Foreign Unrealized (Loss) Gain Unrealized (Loss) Gain Accumulated Foreign Unrealized (Loss) Gain Unrealized (Loss) Gain on Pension Plan Accumulated Beginning balance $ (96,890 ) $ (932 ) $ (7,648 ) $ (105,470 ) $ (27,073 ) $ (3,401 ) $ (9,751 ) $ (40,225 ) Pretax (loss) income (85,434 ) (3,332 ) — (88,766 ) (43,758 ) (1,814 ) — (45,572 ) Income tax effect — 1,241 — 1,241 — 624 — 624 Reclassification of unrealized loss — 2,912 482 3,394 — 4,627 109 4,736 Reclassification of deferred income taxes — (944 ) (121 ) (1,065 ) — (1,624 ) (27 ) (1,651 ) Ending Balance $ (182,324 ) $ (1,055 ) $ (7,287 ) $ (190,666 ) $ (70,831 ) $ (1,588 ) $ (9,669 ) $ (82,088 ) Unrealized losses on our interest rate swap contracts totaling $1.1 million and $2.9 million were reclassified to interest expense in our Unaudited Condensed Consolidated Statements of Income during the three and nine months ended September 30, 2016 , respectively. During the three and nine months ended September 30, 2015, unrealized losses of $1.5 million and $4.6 million , respectively, related to our interest rate swaps were reclassified to interest expense. The deferred income taxes related to our cash flow hedges were reclassified from Accumulated Other Comprehensive Income to income tax expense. |
Long-Term Obligations
Long-Term Obligations | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Obligations | Long-Term Obligations consist of the following (in thousands): September 30, December 31, 2016 2015 Senior secured credit agreement: Term loans payable $ 748,870 $ 410,625 Revolving credit facilities 1,202,042 480,481 Senior notes 600,000 600,000 Euro notes 561,750 — Receivables securitization facility 96,980 63,000 Notes payable through October 2025 at weighted average interest rates of 2.2% and 2.2%, respectively 10,457 16,104 Other long-term debt at weighted average interest rates of 2.2% and 2.4%, respectively 69,825 29,485 Total debt 3,289,924 1,599,695 Less: long-term debt issuance costs (23,268 ) (13,533 ) Less: current debt issuance cost (2,482 ) (1,460 ) Total debt, net of issuance costs 3,264,174 1,584,702 Less: current maturities, net of debt issuance costs (74,829 ) (56,034 ) Long term debt, net of debt issuance costs $ 3,189,345 $ 1,528,668 Senior Secured Credit Agreement On January 29, 2016, LKQ Corporation, LKQ Delaware LLP, and certain other subsidiaries (collectively, the "Borrowers") entered into the Fourth Amended and Restated Credit Agreement ("Credit Agreement"), which amended the Company’s Third Amended and Restated Credit Agreement by modifying certain terms to (1) extend the maturity date by approximately two years to January 29, 2021; (2) increase the total availability under the credit agreement from $2.3 billion to $3.2 billion (composed of $2.45 billion in the revolving credit facility's multicurrency component; and $750 million of term loans, which consist of a term loan of approximately $500 million and a €230 million term loan); (3) increase our ability to incur additional indebtedness; and (4) make other immaterial or clarifying modifications and amendments to the terms of the Third Amended and Restated Credit Agreement. The additional term loan borrowing was used to repay outstanding revolver borrowings and the amount outstanding under our receivables securitization facility, and to pay fees and expenses relating to the amendment and restatement. The remaining additional term loan borrowing was used to fund the Rhiag acquisition. Amounts under the revolving credit facility are due and payable upon maturity of the Credit Agreement on January 29, 2021. Amounts under the initial and additional term loan borrowings will be due and payable in quarterly installments equal to 0.625% of the original principal amount on each of June 30, September 30, and December 31, 2016, and quarterly installments thereafter equal to 1.25% of the original principal amount beginning on March 31, 2017, 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 9, "Derivative Instruments and Hedging Activities ," the weighted average interest rates on borrowings outstanding under the Credit Agreement at September 30, 2016 and December 31, 2015 were 2.2% and 1.8% , 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, $33.2 million and $22.5 million were classified as current maturities at September 30, 2016 and December 31, 2015 , respectively. As of September 30, 2016 , there were letters of credit outstanding in the aggregate amount of $70.9 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 September 30, 2016 was $1.2 billion . Related to the execution of the Credit Agreement in January 2016, we incurred $6.1 million of fees, of which $5.0 million were capitalized as an offset to Long-Term Obligations and are amortized over the term of the agreement. The remaining $1.1 million of fees, together with $1.8 million of capitalized debt issuance costs related to our Third Amended and Restated Credit Agreement, were expensed during the nine months ended September 30, 2016 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 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 and 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. Repayment of Rhiag Acquired Debt and Debt Related Liabilities On March 24, 2016, LKQ Netherlands B.V., a wholly-owned subsidiary of ours, borrowed €508 million under our multi-currency revolving credit facility to repay the Rhiag acquired debt and debt related liabilities. The borrowed funds were passed through an intercompany note to Rhiag and then were used to pay (i) $519.6 million ( €465.0 million ) for the principal of Rhiag senior note debt assumed with the acquisition, (ii) accrued interest of $8.0 million ( €7.1 million ) on the notes, (iii) the call premium of $23.8 million ( €21.2 million ) associated with early redemption of the notes and (iv) $4.9 million ( €4.4 million ) to terminate Rhiag’s outstanding interest rate swap related to the floating portion of the notes. The call premium is recorded as a loss on debt extinguishment in the Unaudited Condensed Consolidated Statements of Income. Euro Notes On April 14, 2016, LKQ Italia Bondco S.p.A. (the “Issuer”), an indirect, wholly-owned subsidiary of LKQ Corporation, completed an offering of €500 million aggregate principal amount of senior notes due April 1, 2024 (the “Euro Notes”) in a private placement conducted pursuant to Regulation S and Rule 144A under the Securities Act of 1933. The proceeds from the offering were used to repay a portion of the revolver borrowings under the Credit Agreement and to pay related fees and expenses. The Euro Notes are governed by the Indenture dated as of April 14, 2016 (the “Indenture”) among the Issuer, LKQ Corporation and certain of our subsidiaries (the “Euro Notes Subsidiaries”), the trustee, and the paying agent, transfer agent, and registrar. The Euro Notes bear interest at a rate of 3.875% per year from the date of original issuance or from the most recent payment date on which interest has been paid or provided for. Interest on the Euro Notes is payable in arrears on April 1 and October 1 of each year, beginning on October 1, 2016. The Euro Notes are fully and unconditionally guaranteed by LKQ Corporation and the Euro Notes Subsidiaries (the "Euro Notes Guarantors"). The Euro Notes and the guarantees are, respectively, the Issuer’s and each Euro Notes Guarantor’s senior unsecured obligations and are subordinated to all of the Issuer's and the Euro Notes Guarantors’ existing and future secured debt to the extent of the assets securing that secured debt. In addition, the Euro Notes are effectively subordinated to all of the liabilities of our subsidiaries that are not guaranteeing the Euro Notes to the extent of the assets of those subsidiaries. The Euro Notes have been listed on the ExtraMOT, Professional Segment of the Borsa Italia S.p.A. securities exchange as well as the Global Exchange Market of the Irish Stock Exchange. Related to the execution of the Euro Notes in April 2016, we incurred $10.3 million of fees which were capitalized as an offset to Long-Term Obligations and are amortized over the term of the offering. Receivables Securitization Facility On September 29, 2014, we 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 September 30, 2016 and December 31, 2015 , $129.6 million and $136.1 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 September 30, 2016 , the interest rate under the receivables facility was based on commercial paper rates and was 1.6% . The outstanding balances of $97.0 million and $63.0 million as of September 30, 2016 and December 31, 2015 , 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 | 9 Months Ended |
Sep. 30, 2016 | |
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 and changing foreign exchange rates for certain foreign currency denominated transactions. We do not hold or issue derivatives for trading purposes. Cash Flow Hedges At September 30, 2016 , 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 reducing 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 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 2016 through 2021. In the first quarter of 2016, we entered into interest rate swap contracts representing a total of $440 million of U.S. dollar-denominated debt. In the second quarter of 2016, we entered into interest rate swap contracts representing a total of $150 million of U.S. dollar-denominated debt. The new swaps entered into in 2016 have maturity dates ranging from January to June 2021, and convert floating to fixed interest rates. From time to time, we may hold foreign currency forward contracts related to certain foreign currency denominated intercompany transactions, with the objective of reducing the impact of changing exchange rates on these future cash flows, as well as reducing 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 interest rate swaps that are designated cash flow hedges as of September 30, 2016 and December 31, 2015 (in thousands): Notional Amount Fair Value at September 30, 2016 (USD) Fair Value at December 31, 2015 (USD) September 30, 2016 December 31, 2015 Other Assets Other Accrued Expenses Other Noncurrent Liabilities Other Accrued Expenses Interest rate swap agreements USD denominated $ 760,000 $ 170,000 $ 431 $ 152 $ 2,414 $ 858 GBP denominated £ 50,000 £ 50,000 — 60 — 465 CAD denominated C$ — C$ 25,000 — — — 24 Total cash flow hedges $ 431 $ 212 $ 2,414 $ 1,347 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 September 30, 2016 or December 31, 2015 . The activity related to our cash flow hedges is included in Note 7, "Accumulated Other Comprehensive Income (Loss) ." Ineffectiveness related to our cash flow hedges was immaterial to our results of operations during the three and nine months ended September 30, 2016 and September 30, 2015 . We do not expect future ineffectiveness related to our cash flow hedges to have a material effect on our results of operations. As of September 30, 2016 , we estimate that $1.4 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. 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. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
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 three and nine months ended September 30, 2016 , 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 September 30, 2016 and December 31, 2015 (in thousands): Balance as of September 30, 2016 Fair Value Measurements as of September 30, 2016 Level 1 Level 2 Level 3 Assets: Cash surrender value of life insurance $ 34,811 $ — $ 34,811 $ — Interest rate swaps 431 — 431 — Total Assets $ 35,242 $ — $ 35,242 $ — Liabilities: Contingent consideration liabilities $ 3,168 $ — $ — $ 3,168 Deferred compensation liabilities 36,289 — 36,289 — Interest rate swaps 2,626 — 2,626 — Total Liabilities $ 42,083 $ — $ 38,915 $ 3,168 Balance as of December 31, 2015 Fair Value Measurements as of December 31, 2015 Level 1 Level 2 Level 3 Assets: Cash surrender value of life insurance $ 29,782 $ — $ 29,782 $ — Total Assets $ 29,782 $ — $ 29,782 $ — Liabilities: Contingent consideration liabilities $ 4,584 $ — $ — $ 4,584 Deferred compensation liabilities 30,336 — 30,336 — Interest rate swaps 1,347 — 1,347 — Total Liabilities $ 36,267 $ — $ 31,683 $ 4,584 The cash surrender value of life insurance is included in Other Assets on our Unaudited Condensed Consolidated Balance Sheets. The current portion of deferred compensation and 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 9, "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 2, "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 liabilities are not considered material. Changes in the fair value of our contingent consideration obligations are as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Beginning balance $ 3,134 $ 5,191 $ 4,584 $ 7,295 Payments — (610 ) (1,667 ) (2,815 ) Increase in fair value included in earnings 57 89 176 365 Exchange rate effects (23 ) (122 ) 75 (297 ) Balance as of September 30 $ 3,168 $ 4,548 $ 3,168 $ 4,548 All the amounts included in earnings for the three and nine months ended September 30, 2016 were related to contingent consideration obligations outstanding as of September 30, 2016 . Of the amounts included in earnings for the three and nine months ended September 30, 2015 , $0.1 million and $0.2 million of losses, respectively, were related to contingent consideration obligations outstanding as of September 30, 2016 . Changes in the values of the liabilities are recorded in Other expense (income), net on our Unaudited Condensed Consolidated Statements of Income. The changes in the fair value of contingent consideration obligations included in earnings during the respective periods in 2016 and 2015 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 September 30, 2016 and December 31, 2015 , the fair values of our credit agreement borrowings reasonably approximated the carrying values of $2.0 billion and $891.1 million , respectively. In addition, based on market conditions, the fair value of the outstanding borrowings under the receivables facility reasonably approximated the carrying value of $97.0 million and $63.0 million at September 30, 2016 and December 31, 2015 , respectively. As of September 30, 2016 and December 31, 2015 , the fair value of the Notes was approximately $618.8 million and $567.3 million , respectively, compared to a carrying value of $600 million . As of September 30, 2016 , the fair value of the Euro Notes was approximately $600.3 million compared to a carrying value of $561.8 million . The fair value measurements of the borrowings under our credit agreement and receivables facility are classified as Level 2 within the fair value hierarchy since they are determined based upon significant inputs observable in the market, including interest rates on recent financing transactions with similar terms and maturities. We estimated the fair value by calculating the upfront cash payment a market participant would require at September 30, 2016 to assume these obligations. The fair value of our 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. The fair value of our Euro Notes is determined based upon observable market inputs including quoted market prices in a market that is not active, and therefore is classified as Level 2 within the fair value hierarchy. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016 are as follows (in thousands): Three months ending December 31, 2016 $ 51,473 Years ending December 31: 2017 188,098 2018 162,716 2019 132,020 2020 106,987 2021 80,143 Thereafter 477,455 Future Minimum Lease Payments $ 1,198,892 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. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
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 nine months ended September 30, 2016 was 32.6% , compared with 34.8% for the comparable prior year period. The lower effective income tax rate for the nine months ended September 30, 2016 reflects the $11.5 million discrete item for excess tax benefits from stock-based payments related to the adoption of ASU 2016-09 as described in Note 3, "Financial Statement Information ." The adoption of this accounting standard could result in fluctuations to the effective tax rate from period to period depending on the amount of excess tax benefits or deficiencies recognized. The other discrete tax items for the nine months ended September 30, 2016 and 2015 were immaterial. Our acquisitions completed during the first nine months of 2016, including our March 2016 acquisition of Rhiag and our April 2016 acquisition of PGW, contributed $29.7 million and $137.5 million of deferred tax assets and liabilities, respectively, relating to intangible assets; property, plant and equipment; and reserves, including pension and other post-retirement benefit obligations. |
Segment and Geographic Informat
Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | We have five operating segments: Wholesale – North America; Europe; Specialty; Glass; and Self Service. Our Glass operating segment was formed with our April 21, 2016 acquisition of PGW, as discussed in Note 2, "Business Combinations ." 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. Our reportable segments are organized based on a combination of geographic areas served and type of product lines offered. The reportable segments are managed separately as each business serves different customers (i.e. geographic in the case of North America and Europe and product type in the case of Specialty and Glass) and is affected by different economic conditions. Therefore, we present four reportable segments: North America, Europe, Specialty and Glass. The following tables present our financial performance by reportable segment for the periods indicated (in thousands): North America Europe Specialty Glass Eliminations Consolidated Three Months Ended September 30, 2016 Revenue: Third Party $ 1,046,579 $ 770,219 $ 311,621 $ 258,411 $ — $ 2,386,830 Intersegment 86 — 969 114 (1,169 ) — Total segment revenue $ 1,046,665 $ 770,219 $ 312,590 $ 258,525 $ (1,169 ) $ 2,386,830 Segment EBITDA $ 141,054 $ 72,586 $ 32,449 $ 27,758 $ — $ 273,847 Depreciation and amortization (1) 17,551 27,792 5,628 8,517 — 59,488 Three Months Ended September 30, 2015 Revenue: Third Party $ 1,037,130 $ 511,146 $ 283,456 $ — $ — $ 1,831,732 Intersegment 160 — 850 — (1,010 ) — Total segment revenue $ 1,037,290 $ 511,146 $ 284,306 $ — $ (1,010 ) $ 1,831,732 Segment EBITDA $ 128,506 $ 52,733 $ 26,075 $ — $ — $ 207,314 Depreciation and amortization (1) 17,918 9,478 5,578 — — 32,974 North America Europe Specialty Glass Eliminations Consolidated Nine Months Ended September 30, 2016 Revenue: Third Party $ 3,214,343 $ 2,141,186 $ 934,955 $ 468,515 $ — $ 6,758,999 Intersegment 419 — 3,014 188 (3,621 ) — Total segment revenue $ 3,214,762 $ 2,141,186 $ 937,969 $ 468,703 $ (3,621 ) $ 6,758,999 Segment EBITDA $ 452,254 $ 220,066 $ 105,979 $ 51,059 $ — $ 829,358 Depreciation and amortization (1) 52,688 66,380 16,254 15,048 — 150,370 Nine Months Ended September 30, 2015 Revenue: Third Party $ 3,127,988 $ 1,508,325 $ 807,401 $ — $ — $ 5,443,714 Intersegment 626 70 2,457 — (3,153 ) — Total segment revenue $ 3,128,614 $ 1,508,395 $ 809,858 $ — $ (3,153 ) $ 5,443,714 Segment EBITDA $ 416,774 $ 153,199 $ 91,677 $ — $ — $ 661,650 Depreciation and amortization (1) 52,432 26,533 15,723 — — 94,688 (1) Amounts presented include depreciation and amortization expense recorded within cost of goods sold. 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. We calculate Segment EBITDA as EBITDA excluding restructuring and acquisition related expenses, change in fair value of contingent consideration liabilities, other acquisition related gains and losses and equity in earnings of unconsolidated subsidiaries. EBITDA, which is the basis for Segment EBITDA, is calculated as net income excluding depreciation, amortization, interest (which includes loss on debt extinguishment) and income tax expense. The table below provides a reconciliation from Segment EBITDA to Net Income (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Segment EBITDA $ 273,847 $ 207,314 $ 829,358 $ 661,650 Deduct: Restructuring and acquisition related expenses (1) 8,412 4,578 32,303 12,729 Inventory step-up adjustment - acquisition related (2) (387 ) — 9,826 — Change in fair value of contingent consideration liabilities (3) 57 89 176 365 Add: Equity in earnings of unconsolidated subsidiaries 267 (1,130 ) 52 (4,200 ) Gains on foreign exchange contracts - acquisition related (4) — — 18,342 — EBITDA 266,032 201,517 805,447 644,356 Depreciation and amortization - cost of goods sold 6,472 2,091 13,137 4,570 Depreciation and amortization 53,016 30,883 137,233 90,118 Interest expense, net 27,059 14,722 68,032 44,250 Loss on debt extinguishment — — 26,650 — Provision for income taxes 56,797 52,475 182,751 177,255 Net income $ 122,688 $ 101,346 $ 377,644 $ 328,163 (1) See Note 4, "Restructuring and Acquisition Related Expenses ," for further information. (2) Reflects the impact on Cost of Goods Sold of the step-up acquisition adjustment to record PGW inventory at its fair value. (3) See Note 10, "Fair Value Measurements ," for further information on our contingent consideration liabilities. (4) Reflects gains on foreign currency forwards used to fix the Euro purchase price of Rhiag. See Note 2, "Business Combinations ," for further information. The following table presents capital expenditures by reportable segment (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Capital Expenditures North America $ 24,394 $ 11,615 $ 66,625 $ 41,762 Europe 16,554 16,966 57,105 47,138 Specialty 582 4,229 11,235 10,673 Glass 8,897 — 17,781 — $ 50,427 $ 32,810 $ 152,746 $ 99,573 The following table presents assets by reportable segment (in thousands): September 30, December 31, 2016 2015 Receivables, net North America $ 315,656 $ 314,743 Europe (1) 438,771 215,710 Specialty 79,415 59,707 Glass (1) 125,479 — Total receivables, net 959,321 590,160 Inventories, net North America 795,531 847,787 Europe (1) 664,658 427,323 Specialty 293,083 281,442 Glass (1) 159,296 — Total inventories, net 1,912,568 1,556,552 Property, Plant and Equipment, net North America 486,382 467,961 Europe (1) 246,544 175,455 Specialty 57,565 53,151 Glass (1) 233,216 — Total property, plant and equipment, net 1,023,707 696,567 Other unallocated assets 4,308,356 2,804,558 Total assets $ 8,203,952 $ 5,647,837 (1) The increase in assets for our Europe and Glass segments primarily relates to the Rhiag and PGW acquisitions, respectively (see Note 2, "Business Combinations " for further details). We report net receivables, inventories, and net property, plant 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. As part of the Rhiag and PGW acquisitions we expanded our operations into Italy, Czech Republic, Switzerland, Hungary, Romania, Ukraine, Bulgaria, Slovakia, Poland, Spain, and Germany. Our operations in other countries include recycled and aftermarket operations in Canada, engine remanufacturing and bumper refurbishing operations in Mexico, an aftermarket parts freight consolidation warehouse in Taiwan, and 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 Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Revenue United States $ 1,475,276 $ 1,229,958 $ 4,244,083 $ 3,653,326 United Kingdom 336,168 358,925 1,044,110 1,049,596 Other countries 575,386 242,849 1,470,806 740,792 $ 2,386,830 $ 1,831,732 $ 6,758,999 $ 5,443,714 The following table sets forth our tangible long-lived assets by geographic area (in thousands): September 30, December 31, 2016 2015 Long-lived Assets United States $ 703,454 $ 493,300 United Kingdom 150,625 138,546 Other countries 169,628 64,721 $ 1,023,707 $ 696,567 The following table sets forth our revenue by product category (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Aftermarket, other new and refurbished products $ 1,673,147 $ 1,307,399 $ 4,817,217 $ 3,850,038 Recycled, remanufactured and related products and services 424,876 401,292 1,290,488 1,207,917 Manufactured products (1) 177,300 — 317,932 — Other 111,507 123,041 333,362 385,759 $ 2,386,830 $ 1,831,732 $ 6,758,999 $ 5,443,714 (1) Includes sales of PGW's manufactured and fabricated OEM automotive glass products. Sales of PGW's aftermarket automotive glass products are included within Aftermarket, other new and refurbished products above. Our North American reportable segment generates revenue from all of our product categories, except manufactured products, while our European and Specialty segments generate revenue primarily from the sale of aftermarket products. Our Glass segment generates revenue from both the sale of aftermarket products and the sale of manufactured 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 | 9 Months Ended |
Sep. 30, 2016 | |
Condensed Consolidating Financial Information [Abstract] | |
Condensed Consolidating Financial Information | LKQ Corporation (the "Parent") issued, and the Guarantors have fully and unconditionally guaranteed, jointly and severally, the 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) September 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current Assets: Cash and equivalents $ 29,554 $ 30,333 $ 211,964 $ — $ 271,851 Receivables, net — 344,318 615,003 — 959,321 Intercompany receivables, net 3,517 — 24,462 (27,979 ) — Inventories, net — 1,177,357 735,211 — 1,912,568 Prepaid expenses and other current assets 17,502 57,061 77,238 — 151,801 Total Current Assets 50,573 1,609,069 1,663,878 (27,979 ) 3,295,541 Property, Plant and Equipment, net 274 697,601 325,832 — 1,023,707 Intangible Assets: Goodwill — 1,866,011 1,251,139 — 3,117,150 Other intangibles, net — 157,305 461,941 — 619,246 Investment in Subsidiaries 5,075,832 281,123 — (5,356,955 ) — Intercompany Notes Receivable 1,110,376 819,982 — (1,930,358 ) — Other Assets 41,580 81,946 32,354 (7,572 ) 148,308 Total Assets $ 6,278,635 $ 5,513,037 $ 3,735,144 $ (7,322,864 ) $ 8,203,952 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 1,246 $ 311,090 $ 370,383 $ — $ 682,719 Intercompany payables, net — 24,462 3,517 (27,979 ) — Accrued expenses: Accrued payroll-related liabilities 5,345 48,983 52,216 — 106,544 Other accrued expenses 12,920 96,875 128,507 — 238,302 Other current liabilities 284 17,546 28,984 — 46,814 Current portion of long-term obligations 22,410 2,469 49,950 — 74,829 Total Current Liabilities 42,205 501,425 633,557 (27,979 ) 1,149,208 Long-Term Obligations, Excluding Current Portion 2,015,977 9,214 1,164,154 — 3,189,345 Intercompany Notes Payable 750,000 1,094,324 86,034 (1,930,358 ) — Deferred Income Taxes — 112,552 121,702 (7,572 ) 226,682 Other Noncurrent Liabilities 43,176 127,770 40,494 — 211,440 Stockholders’ Equity 3,427,277 3,667,752 1,689,203 (5,356,955 ) 3,427,277 Total Liabilities and Stockholders' Equity $ 6,278,635 $ 5,513,037 $ 3,735,144 $ (7,322,864 ) $ 8,203,952 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands) December 31, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current Assets: Cash and equivalents $ 17,616 $ 13,432 $ 56,349 $ — $ 87,397 Receivables, net — 214,502 375,658 — 590,160 Intercompany receivables, net 3 — 13,544 (13,547 ) — Inventories, net — 1,060,834 495,718 — 1,556,552 Prepaid expenses and other current assets 15,254 44,810 46,539 — 106,603 Total Current Assets 32,873 1,333,578 987,808 (13,547 ) 2,340,712 Property, Plant and Equipment, net 339 494,658 201,570 — 696,567 Intangible Assets: Goodwill — 1,640,745 678,501 — 2,319,246 Other intangibles, net — 141,537 73,580 — 215,117 Investment in Subsidiaries 3,456,837 285,284 — (3,742,121 ) — Intercompany Notes Receivable 630,717 61,764 — (692,481 ) — Other Assets 35,649 28,184 18,218 (5,856 ) 76,195 Total Assets $ 4,156,415 $ 3,985,750 $ 1,959,677 $ (4,454,005 ) $ 5,647,837 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 681 $ 229,519 $ 185,388 $ — $ 415,588 Intercompany payables, net — 13,544 3 (13,547 ) — Accrued expenses: Accrued payroll-related liabilities 4,395 48,698 33,434 — 86,527 Other accrued expenses 5,399 80,886 75,940 — 162,225 Other current liabilities 284 15,953 15,359 — 31,596 Current portion of long-term obligations 21,041 1,425 33,568 — 56,034 Total Current Liabilities 31,800 390,025 343,692 (13,547 ) 751,970 Long-Term Obligations, Excluding Current Portion 976,353 7,487 544,828 — 1,528,668 Intercompany Notes Payable — 615,488 76,993 (692,481 ) — Deferred Income Taxes — 113,905 19,190 (5,856 ) 127,239 Other Noncurrent Liabilities 33,580 70,109 21,589 — 125,278 Stockholders’ Equity 3,114,682 2,788,736 953,385 (3,742,121 ) 3,114,682 Total Liabilities and Stockholders’ Equity $ 4,156,415 $ 3,985,750 $ 1,959,677 $ (4,454,005 ) $ 5,647,837 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Three Months Ended September 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,549,617 $ 909,040 $ (71,827 ) $ 2,386,830 Cost of goods sold — 982,278 592,967 (71,827 ) 1,503,418 Gross margin — 567,339 316,073 — 883,412 Facility and warehouse expenses — 123,923 59,125 — 183,048 Distribution expenses — 120,049 52,517 — 172,566 Selling, general and administrative expenses 8,095 138,131 117,146 — 263,372 Restructuring and acquisition related expenses — 7,266 1,146 — 8,412 Depreciation and amortization 32 24,885 28,099 — 53,016 Operating (loss) income (8,127 ) 153,085 58,040 — 202,998 Other expense (income): Interest expense, net 18,122 610 8,327 — 27,059 Intercompany interest (income) expense, net (8,796 ) 5,030 3,766 — — Other expense (income), net 17 (4,132 ) 836 — (3,279 ) Total other expense, net 9,343 1,508 12,929 — 23,780 (Loss) income before (benefit) provision for income taxes (17,470 ) 151,577 45,111 — 179,218 (Benefit) provision for income taxes (9,546 ) 57,012 9,331 — 56,797 Equity in earnings of unconsolidated subsidiaries — 251 16 — 267 Equity in earnings of subsidiaries 130,612 11,075 — (141,687 ) — Net income $ 122,688 $ 105,891 $ 35,796 $ (141,687 ) $ 122,688 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Three Months Ended September 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,263,397 $ 595,769 $ (27,434 ) $ 1,831,732 Cost of goods sold — 773,957 372,430 (27,434 ) 1,118,953 Gross margin — 489,440 223,339 — 712,779 Facility and warehouse expenses — 106,090 37,828 — 143,918 Distribution expenses — 105,519 53,249 — 158,768 Selling, general and administrative expenses 8,484 124,678 74,725 — 207,887 Restructuring and acquisition related expenses — 3,754 824 — 4,578 Depreciation and amortization 38 21,133 9,712 — 30,883 Operating (loss) income (8,522 ) 128,266 47,001 — 166,745 Other expense (income): Interest expense, net 12,049 460 2,213 — 14,722 Intercompany interest (income) expense, net (10,146 ) 7,183 2,963 — — Other expense (income), net 8 (2,441 ) (495 ) — (2,928 ) Total other expense, net 1,911 5,202 4,681 — 11,794 (Loss) income before (benefit) provision for income taxes (10,433 ) 123,064 42,320 — 154,951 (Benefit) provision for income taxes (4,012 ) 48,089 8,398 — 52,475 Equity in earnings of unconsolidated subsidiaries — 17 (1,147 ) — (1,130 ) Equity in earnings of subsidiaries 107,767 6,328 — (114,095 ) — Net income $ 101,346 $ 81,320 $ 32,775 $ (114,095 ) $ 101,346 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Nine Months Ended September 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 4,398,731 $ 2,498,594 $ (138,326 ) $ 6,758,999 Cost of goods sold — 2,728,874 1,602,655 (138,326 ) 4,193,203 Gross margin — 1,669,857 895,939 — 2,565,796 Facility and warehouse expenses — 357,782 161,541 — 519,323 Distribution expenses — 342,524 166,716 — 509,240 Selling, general and administrative expenses 27,361 397,287 311,195 — 735,843 Restructuring and acquisition related expenses — 18,384 13,919 — 32,303 Depreciation and amortization 101 68,890 68,242 — 137,233 Operating (loss) income (27,462 ) 484,990 174,326 — 631,854 Other expense (income): Interest expense, net 48,043 444 19,545 — 68,032 Intercompany interest (income) expense, net (21,828 ) 13,996 7,832 — — Loss on debt extinguishment 2,894 — 23,756 — 26,650 Gains on foreign exchange contracts - acquisition related (18,342 ) — — — (18,342 ) Other (income) expense, net (61 ) (7,216 ) 2,448 — (4,829 ) Total other expense, net 10,706 7,224 53,581 — 71,511 (Loss) income before (benefit) provision for income taxes (38,168 ) 477,766 120,745 — 560,343 (Benefit) provision for income taxes (19,103 ) 177,585 24,269 — 182,751 Equity in earnings of unconsolidated subsidiaries (795 ) 603 244 — 52 Equity in earnings of subsidiaries 397,504 23,448 — (420,952 ) — Net income $ 377,644 $ 324,232 $ 96,720 $ (420,952 ) $ 377,644 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Nine Months Ended September 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 3,758,846 $ 1,778,456 $ (93,588 ) $ 5,443,714 Cost of goods sold — 2,284,786 1,116,314 (93,588 ) 3,307,512 Gross margin — 1,474,060 662,142 — 2,136,202 Facility and warehouse expenses — 304,140 108,814 — 412,954 Distribution expenses — 304,264 146,257 — 450,521 Selling, general and administrative expenses 24,876 366,298 225,750 — 616,924 Restructuring and acquisition related expenses — 10,999 1,730 — 12,729 Depreciation and amortization 117 60,897 29,104 — 90,118 Operating (loss) income (24,993 ) 427,462 150,487 — 552,956 Other expense (income): Interest expense, net 36,604 331 7,315 — 44,250 Intercompany interest (income) expense, net (31,347 ) 21,498 9,849 — — Other expense (income), net 35 (5,282 ) 4,335 — (912 ) Total other expense, net 5,292 16,547 21,499 — 43,338 (Loss) income before (benefit) provision for income taxes (30,285 ) 410,915 128,988 — 509,618 (Benefit) provision for income taxes (12,061 ) 163,361 25,955 — 177,255 Equity in earnings of unconsolidated subsidiaries — 47 (4,247 ) — (4,200 ) Equity in earnings of subsidiaries 346,387 20,923 — (367,310 ) — Net income $ 328,163 $ 268,524 $ 98,786 $ (367,310 ) $ 328,163 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Three Months Ended September 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 122,688 $ 105,891 $ 35,796 $ (141,687 ) $ 122,688 Other comprehensive (loss) income: Foreign currency translation (12,317 ) (9,372 ) (11,450 ) 20,822 (12,317 ) Net change in unrecognized gains/losses on derivative instruments, net of tax 3,059 170 318 (488 ) 3,059 Net change in unrealized gains/losses on pension plans, net of tax 94 — 94 (94 ) 94 Total other comprehensive loss (9,164 ) (9,202 ) (11,038 ) 20,240 (9,164 ) Total comprehensive income $ 113,524 $ 96,689 $ 24,758 $ (121,447 ) $ 113,524 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Three Months Ended September 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 101,346 $ 81,320 $ 32,775 $ (114,095 ) $ 101,346 Other comprehensive (loss) income: Foreign currency translation (33,458 ) (11,459 ) (32,073 ) 43,532 (33,458 ) Net change in unrecognized gains/losses on derivative instruments, net of tax 612 — 14 (14 ) 612 Net change in unrealized gains/losses on pension plans, net of tax (25 ) — (25 ) 25 (25 ) Total other comprehensive loss (32,871 ) (11,459 ) (32,084 ) 43,543 (32,871 ) Total comprehensive income $ 68,475 $ 69,861 $ 691 $ (70,552 ) $ 68,475 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Nine Months Ended September 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 377,644 $ 324,232 $ 96,720 $ (420,952 ) $ 377,644 Other comprehensive (loss) income: Foreign currency translation (85,434 ) (27,343 ) (88,319 ) 115,662 (85,434 ) Net change in unrecognized gains/losses on derivative instruments, net of tax (123 ) 170 513 (683 ) (123 ) Net change in unrealized gains/losses on pension plans, net of tax 361 — 361 (361 ) 361 Total other comprehensive loss (85,196 ) (27,173 ) (87,445 ) 114,618 (85,196 ) Total comprehensive income $ 292,448 $ 297,059 $ 9,275 $ (306,334 ) $ 292,448 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Nine Months Ended September 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 328,163 $ 268,524 $ 98,786 $ (367,310 ) $ 328,163 Other comprehensive (loss) income: Foreign currency translation (43,758 ) (12,697 ) (40,656 ) 53,353 (43,758 ) Net change in unrecognized gains/losses on derivative instruments, net of tax 1,813 — 143 (143 ) 1,813 Change in unrealized gains/losses on pension plans, net of tax 82 — 82 (82 ) 82 Total other comprehensive loss (41,863 ) (12,697 ) (40,431 ) 53,128 (41,863 ) Total comprehensive income $ 286,300 $ 255,827 $ 58,355 $ (314,182 ) $ 286,300 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Nine Months Ended September 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 240,495 $ 404,164 $ 119,623 $ (240,131 ) $ 524,151 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (36 ) (89,917 ) (62,793 ) — (152,746 ) Investment and intercompany note activity with subsidiaries (1,285,939 ) — — 1,285,939 — Acquisitions, net of cash acquired — (666,052 ) (635,075 ) — (1,301,127 ) Proceeds from foreign exchange contracts 18,342 — — — 18,342 Other investing activities, net — (452 ) 11,293 — 10,841 Net cash used in investing activities (1,267,633 ) (756,421 ) (686,575 ) 1,285,939 (1,424,690 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 7,525 — — — 7,525 Taxes paid related to net share settlements of stock-based compensation awards (4,440 ) — — — (4,440 ) Debt issuance costs (7,079 ) — (9,325 ) — (16,404 ) Proceeds from issuance of Euro notes — — 563,450 — 563,450 Borrowings under revolving credit facilities 1,304,000 — 657,702 — 1,961,702 Repayments under revolving credit facilities (344,000 ) — (895,234 ) — (1,239,234 ) Borrowings under term loans 89,317 — 249,161 — 338,478 Repayments under term loans (6,247 ) — (3,214 ) — (9,461 ) Borrowings under receivables securitization facility — — 100,480 — 100,480 Repayments under receivables securitization facility — — (66,500 ) — (66,500 ) Repayments of other debt, net — (2,270 ) (92 ) — (2,362 ) Repayment of Rhiag debt and related payments — — (543,347 ) — (543,347 ) Payments of other obligations — (1,405 ) — — (1,405 ) Investment and intercompany note activity with parent — 612,961 672,978 (1,285,939 ) — Dividends — (240,131 ) — 240,131 — Net cash provided by financing activities 1,039,076 369,155 726,059 (1,045,808 ) 1,088,482 Effect of exchange rate changes on cash and equivalents — 3 (3,492 ) — (3,489 ) Net increase in cash and equivalents 11,938 16,901 155,615 — 184,454 Cash and equivalents, beginning of period 17,616 13,432 56,349 — 87,397 Cash and equivalents, end of period $ 29,554 $ 30,333 $ 211,964 $ — $ 271,851 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Nine Months Ended September 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 257,660 $ 329,740 $ 136,686 $ (219,091 ) $ 504,995 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (3 ) (49,023 ) (50,547 ) — (99,573 ) Investment and intercompany note activity with subsidiaries (66,644 ) — — 66,644 — Acquisitions, net of cash acquired — (120,766 ) (36,591 ) — (157,357 ) Other investing activities, net — 8,832 (5,658 ) — 3,174 Net cash used in investing activities (66,647 ) (160,957 ) (92,796 ) 66,644 (253,756 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 7,534 — — — 7,534 Taxes paid related to net share settlements of stock-based compensation awards (7,423 ) — — — (7,423 ) Borrowings under revolving credit facilities 207,000 — 75,421 — 282,421 Repayments under revolving credit facilities (347,000 ) — (86,840 ) — (433,840 ) Repayments under term loans (16,875 ) — — — (16,875 ) Borrowings under receivables securitization facility — — 3,858 — 3,858 Repayments under receivables securitization facility — — (8,958 ) — (8,958 ) Repayments of other debt, net (31,500 ) (5,962 ) (13,381 ) — (50,843 ) Payments of other obligations — (1,596 ) (895 ) — (2,491 ) Investment and intercompany note activity with parent — 62,540 4,104 (66,644 ) — Dividends — (219,091 ) — 219,091 — Net cash used in financing activities (188,264 ) (164,109 ) (26,691 ) 152,447 (226,617 ) Effect of exchange rate changes on cash and equivalents — 237 (2,378 ) — (2,141 ) Net increase in cash and equivalents 2,749 4,911 14,821 — 22,481 Cash and equivalents, beginning of period 14,930 32,103 67,572 — 114,605 Cash and equivalents, end of period $ 17,679 $ 37,014 $ 82,393 $ — $ 137,086 |
Financial Statement Informati22
Financial Statement Information (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
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 $35.6 million and $32.8 million at September 30, 2016 and December 31, 2015 , 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 have a reserve for uncollectible accounts which was approximately $50.2 million and $24.6 million at September 30, 2016 and December 31, 2015 , respectively. Our March 2016 acquisition of Rhiag and our April 2016 acquisition of PGW contributed $23.0 million and $4.8 million , respectively, to our reserve for uncollectible accounts. See Note 2, "Business Combinations " for further information on our acquisitions. |
Inventory | Inventories, net Inventories, net consists of the following (in thousands): September 30, December 31, 2016 2015 Aftermarket and refurbished products $ 1,450,981 $ 1,146,162 Salvage and remanufactured products 386,688 410,390 Glass manufacturing products (1) 74,899 — Total inventories, net $ 1,912,568 $ 1,556,552 (1) Includes all inventory types related to PGW's manufacturing and fabrication of original equipment manufacturer ("OEM") automotive glass parts. Aftermarket automotive glass products distributed by PGW are included within aftermarket and refurbished products above. The balance of glass manufacturing products as of September 30, 2016 is composed of $14.3 million of raw materials, $22.7 million of work in process, and $37.9 million of finished goods. Our U.S. glass manufacturing products inventory is stated at the lower of cost, using the first-in first-out method, or market. Our acquisitions completed during 2016 , including our March 2016 acquisition of Rhiag and our April 2016 acquisition of PGW, and adjustments to preliminary valuations of inventory for certain of our 2015 acquisitions as of the acquisition date, contributed $339.7 million to our aftermarket and refurbished products inventory, $3.9 million to our salvage and remanufactured products inventory, and $77.8 million to our glass manufacturing products inventory. See Note 2, "Business Combinations " for further information on our acquisitions. |
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 and supplier 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 nine months ended September 30, 2016 are as follows (in thousands): North America Europe Specialty Glass Total Balance as of January 1, 2016 $ 1,445,850 $ 594,482 $ 278,914 $ — $ 2,319,246 Business acquisitions and adjustments to previously recorded goodwill 2,304 605,877 3,665 221,571 833,417 Exchange rate effects 1,989 (36,608 ) (294 ) (600 ) (35,513 ) Balance as of September 30, 2016 $ 1,450,143 $ 1,163,751 $ 282,285 $ 220,971 $ 3,117,150 During the nine months ended September 30, 2016 , we recorded $581.8 million of goodwill related to our acquisition of Rhiag and $221.6 million related to our acquisition of PGW. See Note 2, "Business Combinations " for further information on our acquisitions. The components of other intangibles are as follows (in thousands): September 30, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trade names and trademarks $ 300,248 $ (52,995 ) $ 247,253 $ 172,219 $ (43,458 ) $ 128,761 Customer and supplier relationships 412,711 (77,914 ) 334,797 95,508 (41,007 ) 54,501 Software and other technology related assets 59,349 (27,131 ) 32,218 44,500 (17,844 ) 26,656 Covenants not to compete 11,795 (6,817 ) 4,978 10,774 (5,575 ) 5,199 $ 784,103 $ (164,857 ) $ 619,246 $ 323,001 $ (107,884 ) $ 215,117 The components of other intangibles acquired during the nine months ended September 30, 2016 include the following (in thousands): Gross Amount Rhiag PGW Trade names and trademarks $ 127,351 $ 4,700 Customer and supplier relationships 291,893 27,700 Software and other technology related assets 10,216 1,054 Covenants not to compete — 1,600 $ 429,460 $ 35,054 Amortization expense for intangible assets was $58.2 million and $25.0 million during the nine months ended September 30, 2016 and 2015 , respectively. Estimated amortization expense for each of the five years in the period ending December 31, 2020 is $82.8 million , $90.8 million , $75.1 million , $60.4 million and $49.3 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. 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, 2016 $ 17,363 Warranty expense 23,789 Warranty claims (21,917 ) Balance as of September 30, 2016 $ 19,235 |
Investments in Unconsolidated Subsidiaries | Investments in Unconsolidated Subsidiaries In February 2016, we sold our investment in ACM Parts Pty Ltd ("ACM"). As part of the PGW acquisition, we obtained ownership interests in three joint ventures, including glass manufacturing operations in China and Mexico. Our investment in unconsolidated subsidiaries and our equity in the net earnings of the investees was not material as of and for the three and nine months ended September 30, 2016. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Purchase Price Allocations For Acquisitions | The preliminary purchase price allocations for the acquisitions completed during the nine months ended September 30, 2016 and the year ended December 31, 2015 are as follows (in thousands): Nine Months Ended Year Ended September 30, 2016 December 31, 2015 Rhiag PGW Other Acquisitions Total All Acquisitions Receivables $ 230,670 $ 136,523 $ 9,924 $ 377,117 $ 29,628 Receivable reserves (28,242 ) (6,146 ) (780 ) (35,168 ) (3,926 ) Inventories, net (1) 239,529 169,159 12,690 421,378 79,646 Prepaid expenses and other current assets 10,822 42,573 2,027 55,422 3,337 Property, plant and equipment 58,062 225,712 3,736 287,510 11,989 Goodwill 581,777 221,571 30,069 833,417 92,175 Other intangibles 429,460 35,054 30 464,544 9,926 Other assets 2,092 57,672 (288 ) 59,476 5,166 Deferred income taxes (109,833 ) 2,024 (306 ) (108,115 ) 4,102 Current liabilities assumed (238,375 ) (167,520 ) (13,022 ) (418,917 ) (39,191 ) Debt assumed (550,843 ) (4,027 ) (1,734 ) (556,604 ) (2,365 ) Other noncurrent liabilities assumed (23,112 ) (50,847 ) — (73,959 ) (2,651 ) Other purchase price obligations — — (2,991 ) (2,991 ) (21,199 ) Notes issued — — (1,360 ) (1,360 ) (4,296 ) Settlement of pre-existing balances (591 ) — (32 ) (623 ) (1,073 ) Cash used in acquisitions, net of cash acquired $ 601,416 $ 661,748 $ 37,963 $ 1,301,127 $ 161,268 (1) The PGW inventory balance includes the impact of a $9.8 million step-up adjustment to report the inventory at its fair value. |
Pro Forma Effect Of Businesses Acquired | The following pro forma summary presents the effect of the businesses acquired during the nine months ended September 30, 2016 as though the businesses had been acquired as of January 1, 2015 and the businesses acquired during the year ended December 31, 2015 as though they had been acquired as of January 1, 2014 . The pro forma adjustments are based upon unaudited financial information of the acquired entities (in thousands, except per share data): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Revenue, as reported $ 2,386,830 $ 1,831,732 $ 6,758,999 $ 5,443,714 Revenue of purchased businesses for the period prior to acquisition: Rhiag — 256,479 213,376 738,364 PGW — 281,004 328,000 818,389 Other acquisitions 5,551 48,061 44,763 269,402 Pro forma revenue $ 2,392,381 $ 2,417,276 $ 7,345,138 $ 7,269,869 Net income, as reported $ 122,688 $ 101,346 $ 377,644 $ 328,163 Net income of purchased businesses for the period prior to acquisition, and pro forma purchase accounting adjustments: Rhiag — 5,091 (447 ) 9,670 PGW — 8,466 13,573 11,121 Other acquisitions 239 (32 ) 2,467 6,755 Acquisition related expenses, net of tax (2) 375 636 10,781 1,440 Pro forma net income $ 123,302 $ 115,507 $ 404,018 $ 357,149 Earnings per share, basic—as reported $ 0.40 $ 0.33 $ 1.23 $ 1.08 Effect of purchased businesses for the period prior to acquisition: Rhiag — 0.02 0.00 0.03 PGW — 0.03 0.04 0.04 Other acquisitions 0.00 0.00 0.01 0.02 Acquisition related expenses, net of tax (2) 0.00 0.00 0.04 0.00 Pro forma earnings per share, basic (1) $ 0.40 $ 0.38 $ 1.32 $ 1.17 Earnings per share, diluted—as reported $ 0.40 $ 0.33 $ 1.22 $ 1.07 Effect of purchased businesses for the period prior to acquisition: Rhiag — 0.02 0.00 0.03 PGW — 0.03 0.04 0.04 Other acquisitions 0.00 0.00 0.01 0.02 Acquisition related expenses, net of tax (2) 0.00 0.00 0.03 0.00 Pro forma earnings per share, diluted (1) $ 0.40 $ 0.38 $ 1.30 $ 1.16 (1) The sum of the individual earnings per share amounts may not equal the total due to rounding. (2) Includes expenses related to acquisitions closed in the period and excludes expenses for acquisitions not yet completed |
Financial Statement Informati24
Financial Statement Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Line Items] | |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts We have a reserve for uncollectible accounts which was approximately $50.2 million and $24.6 million at September 30, 2016 and December 31, 2015 , respectively. Our March 2016 acquisition of Rhiag and our April 2016 acquisition of PGW contributed $23.0 million and $4.8 million , respectively, to our reserve for uncollectible accounts. See Note 2, "Business Combinations " for further information on our acquisitions. |
Schedule Of Inventory | Inventories, net consists of the following (in thousands): September 30, December 31, 2016 2015 Aftermarket and refurbished products $ 1,450,981 $ 1,146,162 Salvage and remanufactured products 386,688 410,390 Glass manufacturing products (1) 74,899 — Total inventories, net $ 1,912,568 $ 1,556,552 (1) Includes all inventory types related to PGW's manufacturing and fabrication of original equipment manufacturer ("OEM") automotive glass parts. Aftermarket automotive glass products distributed by PGW are included within aftermarket and refurbished products above. The balance of glass manufacturing products as of September 30, 2016 is composed of $14.3 million of raw materials, $22.7 million of work in process, and $37.9 million of finished goods. Our U.S. glass manufacturing products inventory is stated at the lower of cost, using the first-in first-out method, or market. |
Changes In Carrying Amount Of Goodwill | The changes in the carrying amount of goodwill by reportable segment during the nine months ended September 30, 2016 are as follows (in thousands): North America Europe Specialty Glass Total Balance as of January 1, 2016 $ 1,445,850 $ 594,482 $ 278,914 $ — $ 2,319,246 Business acquisitions and adjustments to previously recorded goodwill 2,304 605,877 3,665 221,571 833,417 Exchange rate effects 1,989 (36,608 ) (294 ) (600 ) (35,513 ) Balance as of September 30, 2016 $ 1,450,143 $ 1,163,751 $ 282,285 $ 220,971 $ 3,117,150 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The components of other intangibles are as follows (in thousands): September 30, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trade names and trademarks $ 300,248 $ (52,995 ) $ 247,253 $ 172,219 $ (43,458 ) $ 128,761 Customer and supplier relationships 412,711 (77,914 ) 334,797 95,508 (41,007 ) 54,501 Software and other technology related assets 59,349 (27,131 ) 32,218 44,500 (17,844 ) 26,656 Covenants not to compete 11,795 (6,817 ) 4,978 10,774 (5,575 ) 5,199 $ 784,103 $ (164,857 ) $ 619,246 $ 323,001 $ (107,884 ) $ 215,117 |
Finite Intangible Assets Acquired as Part of Business Combination | The components of other intangibles acquired during the nine months ended September 30, 2016 include the following (in thousands): Gross Amount Rhiag PGW Trade names and trademarks $ 127,351 $ 4,700 Customer and supplier relationships 291,893 27,700 Software and other technology related assets 10,216 1,054 Covenants not to compete — 1,600 $ 429,460 $ 35,054 |
Changes In Warranty Reserve | The changes in the warranty reserve are as follows (in thousands): Balance as of January 1, 2016 $ 17,363 Warranty expense 23,789 Warranty claims (21,917 ) Balance as of September 30, 2016 $ 19,235 |
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; however, we do not plan to early adopt. Based on our preliminary assessment, the new guidance will change the way we present sales returns, but we do not anticipate the adoption will have a material impact on our current revenue recognition policies or practices. We will continue to evaluate the potential effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures, which may identify other impacts. In September 2015, the FASB issued Accounting Standards Update 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments" ("ASU 2015-16"), which requires an acquirer to recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustments are identified as opposed to recognition as if the accounting had been completed as of the acquisition date. The ASU also requires disclosure regarding amounts that would have been recorded in previous reporting periods if the adjustment had been recognized as of the acquisition date. ASU 2015-16 became effective for the Company during the first quarter of our fiscal year 2016 and is being applied on a prospective basis. The measurement-period adjustments for our acquisitions and the related impact on earnings of any amounts that would have been recorded in previous periods are disclosed in Note 2, "Business Combinations ." In February 2016, the FASB issued Accounting Standards Update 2016-02, "Leases" ("ASU 2016-02"), t o increase transparency and comparability by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between current GAAP and this ASU is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under current GAAP. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The standard requires that entities apply the effects of these changes using a modified retrospective approach, which includes a number of optional practical expedients. While we are still in the process of quantifying the impact that the adoption of ASU 2016-02 will have on our consolidated financial statements and related disclosures, we anticipate the adoption will materially affect our consolidated balance sheet and disclosures, as the majority of our operating leases will be recorded on the balance sheet under ASU 2016-02. We do not anticipate adoption of this accounting standard to have a material impact to our consolidated statements of income. In March 2016, the FASB issued Accounting Standards Update No. 2016-09, "Improvements to Employee Share-Based Payment Accounting" (“ASU 2016-09”), to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows, the treatment of forfeitures, and calculation of earnings per share. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. During the three months ended September 30, 2016, the Company elected to early adopt ASU 2016-09 effective January 1, 2016. The provisions of the accounting standard related to the recognition of excess tax benefits in income tax expense were adopted prospectively, and resulted in the recognition of an $11.5 million income tax benefit and an increase of $0.04 to both basic and diluted earnings per share during the nine months ended September 30, 2016. The recognition of the income tax benefit during the nine months ended September 30, 2016 resulted in a corresponding increase of $11.5 million to retained earnings, with an equal offset to Additional Paid in Capital as of September 30, 2016 related to the recognition of excess tax benefits in 2016. While the full year-to-date impact is reported in the third quarter year-to-date results, the results for the three months ended September 30, 2016 reflect only the quarter-to-date impact of adopting this standard; quarterly information for the first and second quarters of 2016 will be recast in future filings when results for these periods are presented. Refer to the table below for the impact to quarterly net income, and basic and diluted earnings per share as a result of adopting this accounting standard. The presentation of excess tax benefits on share-based payments was adjusted retrospectively within the Unaudited Condensed Consolidated Statements of Cash Flows, resulting in an $11.7 million and $13.7 million increase in operating cash flows for the nine months ended September 30, 2016 and 2015, respectively, with a corresponding decrease to financing cash flows. The impact to our quarterly financial statements as a result of adoption of ASU 2016-09 is presented below (in thousands, except per share amounts): Three Months Ended Nine Months Ended March 31, June 30, September 30, September 30, Net Income Prior to adoption of ASU 2016-09 $ 107,732 $ 140,737 $ 117,704 $ 366,173 Adjustment - adoption of ASU 2016-09 4,439 2,048 4,984 11,471 As adjusted $ 112,171 $ 142,785 $ 122,688 $ 377,644 Basic Earnings per Share (1) Prior to adoption of ASU 2016-09 $ 0.35 $ 0.46 $ 0.38 $ 1.19 Adjustment - adoption of ASU 2016-09 0.02 0.01 0.02 0.04 As adjusted $ 0.37 $ 0.47 $ 0.40 $ 1.23 Diluted Earnings per Share (1) Prior to adoption of ASU 2016-09 $ 0.35 $ 0.46 $ 0.38 $ 1.18 Adjustment - adoption of ASU 2016-09 0.01 0.00 0.02 0.04 As adjusted $ 0.36 $ 0.46 $ 0.40 $ 1.22 (1) The sum of the individual earnings per share amounts may not equal the total due to rounding. In August 2016, the FASB issued Accounting Standards Update No. 2016-15, "Classification of Certain Cash Receipts and Cash Payments" ("ASU 2016-15"), to add and clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows. The ASU includes guidance on classification for the following items: debt prepayment or debt extinguishment costs, settlement of zero coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims and corporate-owned or bank-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and other separately identifiable cash flows where application of the predominance principle is prescribed. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017; early adoption is permitted. The guidance requires retrospective application to all periods presented unless it is impracticable to do so. We are still evaluating the impact that ASU 2016-15 will have on our consolidated financial statements and related disclosures. |
Adjustments for New Accounting Principle, Early Adoption [Member] | |
Property, Plant and Equipment [Line Items] | |
New Accounting Pronouncement, Early Adoption [Table Text Block] | The impact to our quarterly financial statements as a result of adoption of ASU 2016-09 is presented below (in thousands, except per share amounts): Three Months Ended Nine Months Ended March 31, June 30, September 30, September 30, Net Income Prior to adoption of ASU 2016-09 $ 107,732 $ 140,737 $ 117,704 $ 366,173 Adjustment - adoption of ASU 2016-09 4,439 2,048 4,984 11,471 As adjusted $ 112,171 $ 142,785 $ 122,688 $ 377,644 Basic Earnings per Share (1) Prior to adoption of ASU 2016-09 $ 0.35 $ 0.46 $ 0.38 $ 1.19 Adjustment - adoption of ASU 2016-09 0.02 0.01 0.02 0.04 As adjusted $ 0.37 $ 0.47 $ 0.40 $ 1.23 Diluted Earnings per Share (1) Prior to adoption of ASU 2016-09 $ 0.35 $ 0.46 $ 0.38 $ 1.18 Adjustment - adoption of ASU 2016-09 0.01 0.00 0.02 0.04 As adjusted $ 0.36 $ 0.46 $ 0.40 $ 1.22 (1) The sum of the individual earnings per share amounts may not equal the total due to rounding |
Financial Statement Informati25
Financial Statement Information New Accounting pronouncements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Adjustments for New Accounting Principle, Early Adoption [Member] | |
New Accounting Pronouncement, Early Adoption [Line Items] | |
New Accounting Pronouncement, Early Adoption [Table Text Block] | The impact to our quarterly financial statements as a result of adoption of ASU 2016-09 is presented below (in thousands, except per share amounts): Three Months Ended Nine Months Ended March 31, June 30, September 30, September 30, Net Income Prior to adoption of ASU 2016-09 $ 107,732 $ 140,737 $ 117,704 $ 366,173 Adjustment - adoption of ASU 2016-09 4,439 2,048 4,984 11,471 As adjusted $ 112,171 $ 142,785 $ 122,688 $ 377,644 Basic Earnings per Share (1) Prior to adoption of ASU 2016-09 $ 0.35 $ 0.46 $ 0.38 $ 1.19 Adjustment - adoption of ASU 2016-09 0.02 0.01 0.02 0.04 As adjusted $ 0.37 $ 0.47 $ 0.40 $ 1.23 Diluted Earnings per Share (1) Prior to adoption of ASU 2016-09 $ 0.35 $ 0.46 $ 0.38 $ 1.18 Adjustment - adoption of ASU 2016-09 0.01 0.00 0.02 0.04 As adjusted $ 0.36 $ 0.46 $ 0.40 $ 1.22 (1) The sum of the individual earnings per share amounts may not equal the total due to rounding |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 nine months ended September 30, 2016 : Number Outstanding Weighted Average Grant Date Fair Value Aggregate Intrinsic Value (in thousands) (1) Unvested as of January 1, 2016 1,981,292 $ 24.19 $ 58,706 Granted 976,318 $ 29.05 Vested (996,607 ) $ 22.30 Forfeited / Canceled (74,196 ) $ 27.18 Unvested as of September 30, 2016 1,886,807 $ 27.58 $ 66,906 Expected to vest after September 30, 2016 1,781,698 $ 27.63 $ 63,179 (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. |
Schedule of Stock Option Activity | The following table summarizes activity related to our stock options under the Equity Incentive Plan for the nine months ended September 30, 2016 : Number Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) (1) Balance as of January 1, 2016 3,765,952 $ 8.63 2.9 $ 79,317 Exercised (1,066,756 ) $ 7.05 Forfeited / Canceled (17,400 ) $ 23.66 Balance as of September 30, 2016 2,681,796 $ 9.16 2.5 $ 70,519 Exercisable as of September 30, 2016 2,600,860 $ 8.44 2.5 $ 70,264 Exercisable as of September 30, 2016 and expected to vest thereafter 2,673,702 $ 9.09 2.5 $ 70,493 (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, 2016 and September 30, 2016, respectively. This amount changes based on the market price of the Company’s common stock |
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 Nine Months Ended September 30, September 30, 2016 2015 2016 2015 RSUs $ 5,591 $ 5,119 $ 16,950 $ 16,067 Stock options 46 58 112 224 Total stock-based compensation expense $ 5,637 $ 5,177 $ 17,062 $ 16,291 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Computation Of Earnings Per Share | The following chart sets forth the computation of earnings per share (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Net Income $ 122,688 $ 101,346 $ 377,644 $ 328,163 Denominator for basic earnings per share—Weighted-average shares outstanding 307,190 305,059 306,690 304,453 Effect of dilutive securities: RSUs 681 603 686 678 Stock options 2,165 2,066 2,295 2,195 Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding 310,036 307,728 309,671 307,326 Earnings per share, basic $ 0.40 $ 0.33 $ 1.23 $ 1.08 Earnings per share, diluted $ 0.40 $ 0.33 $ 1.22 $ 1.07 |
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 nine months ended September 30, 2016 and 2015 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Antidilutive securities: RSUs — 272 76 306 Stock options — 95 57 97 |
Accumulated Other Comprehensi28
Accumulated Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016 September 30, 2015 Foreign Unrealized (Loss) Gain Unrealized (Loss) Gain Accumulated Foreign Unrealized (Loss) Gain Unrealized (Loss) Gain on Pension Plan Accumulated Beginning balance $ (170,007 ) $ (4,114 ) $ (7,381 ) $ (181,502 ) $ (37,373 ) $ (2,200 ) $ (9,644 ) $ (49,217 ) Pretax (loss) income (12,317 ) 3,390 — (8,927 ) (33,458 ) (575 ) — (34,033 ) Income tax effect — (1,087 ) — (1,087 ) — 185 — 185 Reclassification of unrealized loss — 1,124 125 1,249 — 1,542 (34 ) 1,508 Reclassification of deferred income taxes — (368 ) (31 ) (399 ) — (540 ) 9 (531 ) Ending Balance $ (182,324 ) $ (1,055 ) $ (7,287 ) $ (190,666 ) $ (70,831 ) $ (1,588 ) $ (9,669 ) $ (82,088 ) Nine Months Ended Nine Months Ended September 30, 2016 September 30, 2015 Foreign Unrealized (Loss) Gain Unrealized (Loss) Gain Accumulated Foreign Unrealized (Loss) Gain Unrealized (Loss) Gain on Pension Plan Accumulated Beginning balance $ (96,890 ) $ (932 ) $ (7,648 ) $ (105,470 ) $ (27,073 ) $ (3,401 ) $ (9,751 ) $ (40,225 ) Pretax (loss) income (85,434 ) (3,332 ) — (88,766 ) (43,758 ) (1,814 ) — (45,572 ) Income tax effect — 1,241 — 1,241 — 624 — 624 Reclassification of unrealized loss — 2,912 482 3,394 — 4,627 109 4,736 Reclassification of deferred income taxes — (944 ) (121 ) (1,065 ) — (1,624 ) (27 ) (1,651 ) Ending Balance $ (182,324 ) $ (1,055 ) $ (7,287 ) $ (190,666 ) $ (70,831 ) $ (1,588 ) $ (9,669 ) $ (82,088 ) |
Long-Term Obligations (Tables)
Long-Term Obligations (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule Of Long-Term Obligations | Long-Term Obligations consist of the following (in thousands): September 30, December 31, 2016 2015 Senior secured credit agreement: Term loans payable $ 748,870 $ 410,625 Revolving credit facilities 1,202,042 480,481 Senior notes 600,000 600,000 Euro notes 561,750 — Receivables securitization facility 96,980 63,000 Notes payable through October 2025 at weighted average interest rates of 2.2% and 2.2%, respectively 10,457 16,104 Other long-term debt at weighted average interest rates of 2.2% and 2.4%, respectively 69,825 29,485 Total debt 3,289,924 1,599,695 Less: long-term debt issuance costs (23,268 ) (13,533 ) Less: current debt issuance cost (2,482 ) (1,460 ) Total debt, net of issuance costs 3,264,174 1,584,702 Less: current maturities, net of debt issuance costs (74,829 ) (56,034 ) Long term debt, net of debt issuance costs $ 3,189,345 $ 1,528,668 |
Derivative Instruments and He30
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Cash Flow Hedges | The following table summarizes the notional amounts and fair values of our interest rate swaps that are designated cash flow hedges as of September 30, 2016 and December 31, 2015 (in thousands): Notional Amount Fair Value at September 30, 2016 (USD) Fair Value at December 31, 2015 (USD) September 30, 2016 December 31, 2015 Other Assets Other Accrued Expenses Other Noncurrent Liabilities Other Accrued Expenses Interest rate swap agreements USD denominated $ 760,000 $ 170,000 $ 431 $ 152 $ 2,414 $ 858 GBP denominated £ 50,000 £ 50,000 — 60 — 465 CAD denominated C$ — C$ 25,000 — — — 24 Total cash flow hedges $ 431 $ 212 $ 2,414 $ 1,347 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Financial Assets And Liabilities Measured At Fair Value On A Recurring Basis | The following tables present information about our financial assets and liabilities measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation inputs we utilized to determine such fair value as of September 30, 2016 and December 31, 2015 (in thousands): Balance as of September 30, 2016 Fair Value Measurements as of September 30, 2016 Level 1 Level 2 Level 3 Assets: Cash surrender value of life insurance $ 34,811 $ — $ 34,811 $ — Interest rate swaps 431 — 431 — Total Assets $ 35,242 $ — $ 35,242 $ — Liabilities: Contingent consideration liabilities $ 3,168 $ — $ — $ 3,168 Deferred compensation liabilities 36,289 — 36,289 — Interest rate swaps 2,626 — 2,626 — Total Liabilities $ 42,083 $ — $ 38,915 $ 3,168 Balance as of December 31, 2015 Fair Value Measurements as of December 31, 2015 Level 1 Level 2 Level 3 Assets: Cash surrender value of life insurance $ 29,782 $ — $ 29,782 $ — Total Assets $ 29,782 $ — $ 29,782 $ — Liabilities: Contingent consideration liabilities $ 4,584 $ — $ — $ 4,584 Deferred compensation liabilities 30,336 — 30,336 — Interest rate swaps 1,347 — 1,347 — Total Liabilities $ 36,267 $ — $ 31,683 $ 4,584 |
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 Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Beginning balance $ 3,134 $ 5,191 $ 4,584 $ 7,295 Payments — (610 ) (1,667 ) (2,815 ) Increase in fair value included in earnings 57 89 176 365 Exchange rate effects (23 ) (122 ) 75 (297 ) Balance as of September 30 $ 3,168 $ 4,548 $ 3,168 $ 4,548 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Commitments | The future minimum lease commitments under these leases at September 30, 2016 are as follows (in thousands): Three months ending December 31, 2016 $ 51,473 Years ending December 31: 2017 188,098 2018 162,716 2019 132,020 2020 106,987 2021 80,143 Thereafter 477,455 Future Minimum Lease Payments $ 1,198,892 |
Segment and Geographic Inform33
Segment and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 Glass Eliminations Consolidated Three Months Ended September 30, 2016 Revenue: Third Party $ 1,046,579 $ 770,219 $ 311,621 $ 258,411 $ — $ 2,386,830 Intersegment 86 — 969 114 (1,169 ) — Total segment revenue $ 1,046,665 $ 770,219 $ 312,590 $ 258,525 $ (1,169 ) $ 2,386,830 Segment EBITDA $ 141,054 $ 72,586 $ 32,449 $ 27,758 $ — $ 273,847 Depreciation and amortization (1) 17,551 27,792 5,628 8,517 — 59,488 Three Months Ended September 30, 2015 Revenue: Third Party $ 1,037,130 $ 511,146 $ 283,456 $ — $ — $ 1,831,732 Intersegment 160 — 850 — (1,010 ) — Total segment revenue $ 1,037,290 $ 511,146 $ 284,306 $ — $ (1,010 ) $ 1,831,732 Segment EBITDA $ 128,506 $ 52,733 $ 26,075 $ — $ — $ 207,314 Depreciation and amortization (1) 17,918 9,478 5,578 — — 32,974 North America Europe Specialty Glass Eliminations Consolidated Nine Months Ended September 30, 2016 Revenue: Third Party $ 3,214,343 $ 2,141,186 $ 934,955 $ 468,515 $ — $ 6,758,999 Intersegment 419 — 3,014 188 (3,621 ) — Total segment revenue $ 3,214,762 $ 2,141,186 $ 937,969 $ 468,703 $ (3,621 ) $ 6,758,999 Segment EBITDA $ 452,254 $ 220,066 $ 105,979 $ 51,059 $ — $ 829,358 Depreciation and amortization (1) 52,688 66,380 16,254 15,048 — 150,370 Nine Months Ended September 30, 2015 Revenue: Third Party $ 3,127,988 $ 1,508,325 $ 807,401 $ — $ — $ 5,443,714 Intersegment 626 70 2,457 — (3,153 ) — Total segment revenue $ 3,128,614 $ 1,508,395 $ 809,858 $ — $ (3,153 ) $ 5,443,714 Segment EBITDA $ 416,774 $ 153,199 $ 91,677 $ — $ — $ 661,650 Depreciation and amortization (1) 52,432 26,533 15,723 — — 94,688 |
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 Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Segment EBITDA $ 273,847 $ 207,314 $ 829,358 $ 661,650 Deduct: Restructuring and acquisition related expenses (1) 8,412 4,578 32,303 12,729 Inventory step-up adjustment - acquisition related (2) (387 ) — 9,826 — Change in fair value of contingent consideration liabilities (3) 57 89 176 365 Add: Equity in earnings of unconsolidated subsidiaries 267 (1,130 ) 52 (4,200 ) Gains on foreign exchange contracts - acquisition related (4) — — 18,342 — EBITDA 266,032 201,517 805,447 644,356 Depreciation and amortization - cost of goods sold 6,472 2,091 13,137 4,570 Depreciation and amortization 53,016 30,883 137,233 90,118 Interest expense, net 27,059 14,722 68,032 44,250 Loss on debt extinguishment — — 26,650 — Provision for income taxes 56,797 52,475 182,751 177,255 Net income $ 122,688 $ 101,346 $ 377,644 $ 328,163 (1) See Note 4, "Restructuring and Acquisition Related Expenses ," for further information. (2) Reflects the impact on Cost of Goods Sold of the step-up acquisition adjustment to record PGW inventory at its fair value. (3) See Note 10, "Fair Value Measurements ," for further information on our contingent consideration liabilities. |
Schedule Of Capital Expenditures By Reportable Segment | The following table presents capital expenditures by reportable segment (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Capital Expenditures North America $ 24,394 $ 11,615 $ 66,625 $ 41,762 Europe 16,554 16,966 57,105 47,138 Specialty 582 4,229 11,235 10,673 Glass 8,897 — 17,781 — $ 50,427 $ 32,810 $ 152,746 $ 99,573 |
Schedule Of Assets By Reportable Segment | The following table presents assets by reportable segment (in thousands): September 30, December 31, 2016 2015 Receivables, net North America $ 315,656 $ 314,743 Europe (1) 438,771 215,710 Specialty 79,415 59,707 Glass (1) 125,479 — Total receivables, net 959,321 590,160 Inventories, net North America 795,531 847,787 Europe (1) 664,658 427,323 Specialty 293,083 281,442 Glass (1) 159,296 — Total inventories, net 1,912,568 1,556,552 Property, Plant and Equipment, net North America 486,382 467,961 Europe (1) 246,544 175,455 Specialty 57,565 53,151 Glass (1) 233,216 — Total property, plant and equipment, net 1,023,707 696,567 Other unallocated assets 4,308,356 2,804,558 Total assets $ 8,203,952 $ 5,647,837 |
Schedule Of Revenue By Geographic Area | The following table sets forth our revenue by geographic area (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Revenue United States $ 1,475,276 $ 1,229,958 $ 4,244,083 $ 3,653,326 United Kingdom 336,168 358,925 1,044,110 1,049,596 Other countries 575,386 242,849 1,470,806 740,792 $ 2,386,830 $ 1,831,732 $ 6,758,999 $ 5,443,714 |
Schedule Of Tangible Long-Lived Assets By Geographic Area | The following table sets forth our tangible long-lived assets by geographic area (in thousands): September 30, December 31, 2016 2015 Long-lived Assets United States $ 703,454 $ 493,300 United Kingdom 150,625 138,546 Other countries 169,628 64,721 $ 1,023,707 $ 696,567 |
Schedule Of Revenue By Product Category | The following table sets forth our revenue by product category (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Aftermarket, other new and refurbished products $ 1,673,147 $ 1,307,399 $ 4,817,217 $ 3,850,038 Recycled, remanufactured and related products and services 424,876 401,292 1,290,488 1,207,917 Manufactured products (1) 177,300 — 317,932 — Other 111,507 123,041 333,362 385,759 $ 2,386,830 $ 1,831,732 $ 6,758,999 $ 5,443,714 |
Condensed Consolidating Finan34
Condensed Consolidating Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Condensed Consolidating Financial Information [Abstract] | |
Consolidated Condensed Balance Sheets | LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands) September 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current Assets: Cash and equivalents $ 29,554 $ 30,333 $ 211,964 $ — $ 271,851 Receivables, net — 344,318 615,003 — 959,321 Intercompany receivables, net 3,517 — 24,462 (27,979 ) — Inventories, net — 1,177,357 735,211 — 1,912,568 Prepaid expenses and other current assets 17,502 57,061 77,238 — 151,801 Total Current Assets 50,573 1,609,069 1,663,878 (27,979 ) 3,295,541 Property, Plant and Equipment, net 274 697,601 325,832 — 1,023,707 Intangible Assets: Goodwill — 1,866,011 1,251,139 — 3,117,150 Other intangibles, net — 157,305 461,941 — 619,246 Investment in Subsidiaries 5,075,832 281,123 — (5,356,955 ) — Intercompany Notes Receivable 1,110,376 819,982 — (1,930,358 ) — Other Assets 41,580 81,946 32,354 (7,572 ) 148,308 Total Assets $ 6,278,635 $ 5,513,037 $ 3,735,144 $ (7,322,864 ) $ 8,203,952 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 1,246 $ 311,090 $ 370,383 $ — $ 682,719 Intercompany payables, net — 24,462 3,517 (27,979 ) — Accrued expenses: Accrued payroll-related liabilities 5,345 48,983 52,216 — 106,544 Other accrued expenses 12,920 96,875 128,507 — 238,302 Other current liabilities 284 17,546 28,984 — 46,814 Current portion of long-term obligations 22,410 2,469 49,950 — 74,829 Total Current Liabilities 42,205 501,425 633,557 (27,979 ) 1,149,208 Long-Term Obligations, Excluding Current Portion 2,015,977 9,214 1,164,154 — 3,189,345 Intercompany Notes Payable 750,000 1,094,324 86,034 (1,930,358 ) — Deferred Income Taxes — 112,552 121,702 (7,572 ) 226,682 Other Noncurrent Liabilities 43,176 127,770 40,494 — 211,440 Stockholders’ Equity 3,427,277 3,667,752 1,689,203 (5,356,955 ) 3,427,277 Total Liabilities and Stockholders' Equity $ 6,278,635 $ 5,513,037 $ 3,735,144 $ (7,322,864 ) $ 8,203,952 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands) December 31, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current Assets: Cash and equivalents $ 17,616 $ 13,432 $ 56,349 $ — $ 87,397 Receivables, net — 214,502 375,658 — 590,160 Intercompany receivables, net 3 — 13,544 (13,547 ) — Inventories, net — 1,060,834 495,718 — 1,556,552 Prepaid expenses and other current assets 15,254 44,810 46,539 — 106,603 Total Current Assets 32,873 1,333,578 987,808 (13,547 ) 2,340,712 Property, Plant and Equipment, net 339 494,658 201,570 — 696,567 Intangible Assets: Goodwill — 1,640,745 678,501 — 2,319,246 Other intangibles, net — 141,537 73,580 — 215,117 Investment in Subsidiaries 3,456,837 285,284 — (3,742,121 ) — Intercompany Notes Receivable 630,717 61,764 — (692,481 ) — Other Assets 35,649 28,184 18,218 (5,856 ) 76,195 Total Assets $ 4,156,415 $ 3,985,750 $ 1,959,677 $ (4,454,005 ) $ 5,647,837 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 681 $ 229,519 $ 185,388 $ — $ 415,588 Intercompany payables, net — 13,544 3 (13,547 ) — Accrued expenses: Accrued payroll-related liabilities 4,395 48,698 33,434 — 86,527 Other accrued expenses 5,399 80,886 75,940 — 162,225 Other current liabilities 284 15,953 15,359 — 31,596 Current portion of long-term obligations 21,041 1,425 33,568 — 56,034 Total Current Liabilities 31,800 390,025 343,692 (13,547 ) 751,970 Long-Term Obligations, Excluding Current Portion 976,353 7,487 544,828 — 1,528,668 Intercompany Notes Payable — 615,488 76,993 (692,481 ) — Deferred Income Taxes — 113,905 19,190 (5,856 ) 127,239 Other Noncurrent Liabilities 33,580 70,109 21,589 — 125,278 Stockholders’ Equity 3,114,682 2,788,736 953,385 (3,742,121 ) 3,114,682 Total Liabilities and Stockholders’ Equity $ 4,156,415 $ 3,985,750 $ 1,959,677 $ (4,454,005 ) $ 5,647,837 |
Consolidated Condensed Statements of Income | LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Three Months Ended September 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,549,617 $ 909,040 $ (71,827 ) $ 2,386,830 Cost of goods sold — 982,278 592,967 (71,827 ) 1,503,418 Gross margin — 567,339 316,073 — 883,412 Facility and warehouse expenses — 123,923 59,125 — 183,048 Distribution expenses — 120,049 52,517 — 172,566 Selling, general and administrative expenses 8,095 138,131 117,146 — 263,372 Restructuring and acquisition related expenses — 7,266 1,146 — 8,412 Depreciation and amortization 32 24,885 28,099 — 53,016 Operating (loss) income (8,127 ) 153,085 58,040 — 202,998 Other expense (income): Interest expense, net 18,122 610 8,327 — 27,059 Intercompany interest (income) expense, net (8,796 ) 5,030 3,766 — — Other expense (income), net 17 (4,132 ) 836 — (3,279 ) Total other expense, net 9,343 1,508 12,929 — 23,780 (Loss) income before (benefit) provision for income taxes (17,470 ) 151,577 45,111 — 179,218 (Benefit) provision for income taxes (9,546 ) 57,012 9,331 — 56,797 Equity in earnings of unconsolidated subsidiaries — 251 16 — 267 Equity in earnings of subsidiaries 130,612 11,075 — (141,687 ) — Net income $ 122,688 $ 105,891 $ 35,796 $ (141,687 ) $ 122,688 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Three Months Ended September 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,263,397 $ 595,769 $ (27,434 ) $ 1,831,732 Cost of goods sold — 773,957 372,430 (27,434 ) 1,118,953 Gross margin — 489,440 223,339 — 712,779 Facility and warehouse expenses — 106,090 37,828 — 143,918 Distribution expenses — 105,519 53,249 — 158,768 Selling, general and administrative expenses 8,484 124,678 74,725 — 207,887 Restructuring and acquisition related expenses — 3,754 824 — 4,578 Depreciation and amortization 38 21,133 9,712 — 30,883 Operating (loss) income (8,522 ) 128,266 47,001 — 166,745 Other expense (income): Interest expense, net 12,049 460 2,213 — 14,722 Intercompany interest (income) expense, net (10,146 ) 7,183 2,963 — — Other expense (income), net 8 (2,441 ) (495 ) — (2,928 ) Total other expense, net 1,911 5,202 4,681 — 11,794 (Loss) income before (benefit) provision for income taxes (10,433 ) 123,064 42,320 — 154,951 (Benefit) provision for income taxes (4,012 ) 48,089 8,398 — 52,475 Equity in earnings of unconsolidated subsidiaries — 17 (1,147 ) — (1,130 ) Equity in earnings of subsidiaries 107,767 6,328 — (114,095 ) — Net income $ 101,346 $ 81,320 $ 32,775 $ (114,095 ) $ 101,346 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Nine Months Ended September 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 4,398,731 $ 2,498,594 $ (138,326 ) $ 6,758,999 Cost of goods sold — 2,728,874 1,602,655 (138,326 ) 4,193,203 Gross margin — 1,669,857 895,939 — 2,565,796 Facility and warehouse expenses — 357,782 161,541 — 519,323 Distribution expenses — 342,524 166,716 — 509,240 Selling, general and administrative expenses 27,361 397,287 311,195 — 735,843 Restructuring and acquisition related expenses — 18,384 13,919 — 32,303 Depreciation and amortization 101 68,890 68,242 — 137,233 Operating (loss) income (27,462 ) 484,990 174,326 — 631,854 Other expense (income): Interest expense, net 48,043 444 19,545 — 68,032 Intercompany interest (income) expense, net (21,828 ) 13,996 7,832 — — Loss on debt extinguishment 2,894 — 23,756 — 26,650 Gains on foreign exchange contracts - acquisition related (18,342 ) — — — (18,342 ) Other (income) expense, net (61 ) (7,216 ) 2,448 — (4,829 ) Total other expense, net 10,706 7,224 53,581 — 71,511 (Loss) income before (benefit) provision for income taxes (38,168 ) 477,766 120,745 — 560,343 (Benefit) provision for income taxes (19,103 ) 177,585 24,269 — 182,751 Equity in earnings of unconsolidated subsidiaries (795 ) 603 244 — 52 Equity in earnings of subsidiaries 397,504 23,448 — (420,952 ) — Net income $ 377,644 $ 324,232 $ 96,720 $ (420,952 ) $ 377,644 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Nine Months Ended September 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 3,758,846 $ 1,778,456 $ (93,588 ) $ 5,443,714 Cost of goods sold — 2,284,786 1,116,314 (93,588 ) 3,307,512 Gross margin — 1,474,060 662,142 — 2,136,202 Facility and warehouse expenses — 304,140 108,814 — 412,954 Distribution expenses — 304,264 146,257 — 450,521 Selling, general and administrative expenses 24,876 366,298 225,750 — 616,924 Restructuring and acquisition related expenses — 10,999 1,730 — 12,729 Depreciation and amortization 117 60,897 29,104 — 90,118 Operating (loss) income (24,993 ) 427,462 150,487 — 552,956 Other expense (income): Interest expense, net 36,604 331 7,315 — 44,250 Intercompany interest (income) expense, net (31,347 ) 21,498 9,849 — — Other expense (income), net 35 (5,282 ) 4,335 — (912 ) Total other expense, net 5,292 16,547 21,499 — 43,338 (Loss) income before (benefit) provision for income taxes (30,285 ) 410,915 128,988 — 509,618 (Benefit) provision for income taxes (12,061 ) 163,361 25,955 — 177,255 Equity in earnings of unconsolidated subsidiaries — 47 (4,247 ) — (4,200 ) Equity in earnings of subsidiaries 346,387 20,923 — (367,310 ) — Net income $ 328,163 $ 268,524 $ 98,786 $ (367,310 ) $ 328,163 |
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 September 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 122,688 $ 105,891 $ 35,796 $ (141,687 ) $ 122,688 Other comprehensive (loss) income: Foreign currency translation (12,317 ) (9,372 ) (11,450 ) 20,822 (12,317 ) Net change in unrecognized gains/losses on derivative instruments, net of tax 3,059 170 318 (488 ) 3,059 Net change in unrealized gains/losses on pension plans, net of tax 94 — 94 (94 ) 94 Total other comprehensive loss (9,164 ) (9,202 ) (11,038 ) 20,240 (9,164 ) Total comprehensive income $ 113,524 $ 96,689 $ 24,758 $ (121,447 ) $ 113,524 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Three Months Ended September 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 101,346 $ 81,320 $ 32,775 $ (114,095 ) $ 101,346 Other comprehensive (loss) income: Foreign currency translation (33,458 ) (11,459 ) (32,073 ) 43,532 (33,458 ) Net change in unrecognized gains/losses on derivative instruments, net of tax 612 — 14 (14 ) 612 Net change in unrealized gains/losses on pension plans, net of tax (25 ) — (25 ) 25 (25 ) Total other comprehensive loss (32,871 ) (11,459 ) (32,084 ) 43,543 (32,871 ) Total comprehensive income $ 68,475 $ 69,861 $ 691 $ (70,552 ) $ 68,475 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Nine Months Ended September 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 377,644 $ 324,232 $ 96,720 $ (420,952 ) $ 377,644 Other comprehensive (loss) income: Foreign currency translation (85,434 ) (27,343 ) (88,319 ) 115,662 (85,434 ) Net change in unrecognized gains/losses on derivative instruments, net of tax (123 ) 170 513 (683 ) (123 ) Net change in unrealized gains/losses on pension plans, net of tax 361 — 361 (361 ) 361 Total other comprehensive loss (85,196 ) (27,173 ) (87,445 ) 114,618 (85,196 ) Total comprehensive income $ 292,448 $ 297,059 $ 9,275 $ (306,334 ) $ 292,448 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Nine Months Ended September 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 328,163 $ 268,524 $ 98,786 $ (367,310 ) $ 328,163 Other comprehensive (loss) income: Foreign currency translation (43,758 ) (12,697 ) (40,656 ) 53,353 (43,758 ) Net change in unrecognized gains/losses on derivative instruments, net of tax 1,813 — 143 (143 ) 1,813 Change in unrealized gains/losses on pension plans, net of tax 82 — 82 (82 ) 82 Total other comprehensive loss (41,863 ) (12,697 ) (40,431 ) 53,128 (41,863 ) Total comprehensive income $ 286,300 $ 255,827 $ 58,355 $ (314,182 ) $ 286,300 |
Consolidated Condensed Statements of Cash Flows | LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Nine Months Ended September 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 240,495 $ 404,164 $ 119,623 $ (240,131 ) $ 524,151 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (36 ) (89,917 ) (62,793 ) — (152,746 ) Investment and intercompany note activity with subsidiaries (1,285,939 ) — — 1,285,939 — Acquisitions, net of cash acquired — (666,052 ) (635,075 ) — (1,301,127 ) Proceeds from foreign exchange contracts 18,342 — — — 18,342 Other investing activities, net — (452 ) 11,293 — 10,841 Net cash used in investing activities (1,267,633 ) (756,421 ) (686,575 ) 1,285,939 (1,424,690 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 7,525 — — — 7,525 Taxes paid related to net share settlements of stock-based compensation awards (4,440 ) — — — (4,440 ) Debt issuance costs (7,079 ) — (9,325 ) — (16,404 ) Proceeds from issuance of Euro notes — — 563,450 — 563,450 Borrowings under revolving credit facilities 1,304,000 — 657,702 — 1,961,702 Repayments under revolving credit facilities (344,000 ) — (895,234 ) — (1,239,234 ) Borrowings under term loans 89,317 — 249,161 — 338,478 Repayments under term loans (6,247 ) — (3,214 ) — (9,461 ) Borrowings under receivables securitization facility — — 100,480 — 100,480 Repayments under receivables securitization facility — — (66,500 ) — (66,500 ) Repayments of other debt, net — (2,270 ) (92 ) — (2,362 ) Repayment of Rhiag debt and related payments — — (543,347 ) — (543,347 ) Payments of other obligations — (1,405 ) — — (1,405 ) Investment and intercompany note activity with parent — 612,961 672,978 (1,285,939 ) — Dividends — (240,131 ) — 240,131 — Net cash provided by financing activities 1,039,076 369,155 726,059 (1,045,808 ) 1,088,482 Effect of exchange rate changes on cash and equivalents — 3 (3,492 ) — (3,489 ) Net increase in cash and equivalents 11,938 16,901 155,615 — 184,454 Cash and equivalents, beginning of period 17,616 13,432 56,349 — 87,397 Cash and equivalents, end of period $ 29,554 $ 30,333 $ 211,964 $ — $ 271,851 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Nine Months Ended September 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 257,660 $ 329,740 $ 136,686 $ (219,091 ) $ 504,995 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (3 ) (49,023 ) (50,547 ) — (99,573 ) Investment and intercompany note activity with subsidiaries (66,644 ) — — 66,644 — Acquisitions, net of cash acquired — (120,766 ) (36,591 ) — (157,357 ) Other investing activities, net — 8,832 (5,658 ) — 3,174 Net cash used in investing activities (66,647 ) (160,957 ) (92,796 ) 66,644 (253,756 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 7,534 — — — 7,534 Taxes paid related to net share settlements of stock-based compensation awards (7,423 ) — — — (7,423 ) Borrowings under revolving credit facilities 207,000 — 75,421 — 282,421 Repayments under revolving credit facilities (347,000 ) — (86,840 ) — (433,840 ) Repayments under term loans (16,875 ) — — — (16,875 ) Borrowings under receivables securitization facility — — 3,858 — 3,858 Repayments under receivables securitization facility — — (8,958 ) — (8,958 ) Repayments of other debt, net (31,500 ) (5,962 ) (13,381 ) — (50,843 ) Payments of other obligations — (1,596 ) (895 ) — (2,491 ) Investment and intercompany note activity with parent — 62,540 4,104 (66,644 ) — Dividends — (219,091 ) — 219,091 — Net cash used in financing activities (188,264 ) (164,109 ) (26,691 ) 152,447 (226,617 ) Effect of exchange rate changes on cash and equivalents — 237 (2,378 ) — (2,141 ) Net increase in cash and equivalents 2,749 4,911 14,821 — 22,481 Cash and equivalents, beginning of period 14,930 32,103 67,572 — 114,605 Cash and equivalents, end of period $ 17,679 $ 37,014 $ 82,393 $ — $ 137,086 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Thousands, € in Millions, £ in Millions | Oct. 04, 2016GBP (£) | Oct. 04, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2016EUR (€) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2016EUR (€) | Mar. 31, 2016USD ($) |
Business Acquisition | |||||||||||
Acquisitions, net of cash acquired | $ (1,301,127) | $ (157,357) | |||||||||
Gains on foreign exchange contracts - acquisition related | $ 0 | (18,342) | |||||||||
Goodwill | 3,117,150 | $ 3,117,150 | 3,117,150 | $ 2,319,246 | |||||||
Business Combination, Adjustment, Inventory | (387) | 9,826 | |||||||||
Restructuring and acquisition related expenses | 8,412 | $ 4,578 | 32,303 | 12,729 | |||||||
Acquisition-related expenses | |||||||||||
Business Acquisition | |||||||||||
Restructuring and acquisition related expenses | 2,700 | $ 1,200 | 18,400 | $ 2,400 | |||||||
North America | |||||||||||
Business Acquisition | |||||||||||
Goodwill | 1,450,143 | 1,450,143 | $ 1,450,143 | $ 1,445,850 | |||||||
Wholesale North America Segment | |||||||||||
Business Acquisition | |||||||||||
Number of acquisitions | 1 | 1 | 4 | ||||||||
Europe | |||||||||||
Business Acquisition | |||||||||||
Number of acquisitions | 5 | 5 | 12 | ||||||||
Goodwill | 1,163,751 | 1,163,751 | $ 1,163,751 | $ 594,482 | |||||||
Specialty | |||||||||||
Business Acquisition | |||||||||||
Goodwill | 282,285 | 282,285 | 282,285 | $ 278,914 | |||||||
PGW | |||||||||||
Business Acquisition | |||||||||||
Acquisitions, net of cash acquired | (661,748) | ||||||||||
Notes issued | 0 | 0 | 0 | ||||||||
Other purchase price obligations | 0 | 0 | 0 | ||||||||
Settlement of pre-existing balances | 0 | 0 | 0 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Debt | 4,027 | 4,027 | 4,027 | ||||||||
Goodwill | 221,571 | 221,571 | 221,571 | ||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 91,600 | 91,600 | 91,600 | ||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 468,500 | ||||||||||
Business Combination, Pro Forma Information, Operating Income or Loss of Acquiree since Acquisition Date, Actual | 23,000 | ||||||||||
Goodwill, Purchase Accounting Adjustments | 37,600 | ||||||||||
Business Combination, Adjustment, Inventory | 9,827 | ||||||||||
PGW | Acquisition-related expenses | |||||||||||
Business Acquisition | |||||||||||
Restructuring and acquisition related expenses | 4,100 | ||||||||||
PGW | Acquisition related expenses incurred post acquisition [Member] | |||||||||||
Business Acquisition | |||||||||||
Restructuring and acquisition related expenses | 2,100 | ||||||||||
All 2016 Acquisitions Excluding Rhiag and PGW [Member] | |||||||||||
Business Acquisition | |||||||||||
Business Combination, Consideration Transferred | 42,300 | ||||||||||
Acquisitions, net of cash acquired | (38,000) | ||||||||||
Notes issued | (1,360) | (1,360) | (1,360) | ||||||||
Other purchase price obligations | 2,991 | 2,991 | 2,991 | ||||||||
Settlement of pre-existing balances | 32 | 32 | 32 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Debt | 1,734 | 1,734 | 1,734 | ||||||||
Goodwill | 30,069 | 30,069 | 30,069 | ||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 14,900 | ||||||||||
Business Combination, Pro Forma Information, Operating Income or Loss of Acquiree since Acquisition Date, Actual | 1,100 | ||||||||||
Rhiag | |||||||||||
Business Acquisition | |||||||||||
Business Combination, Consideration Transferred | 602,000 | € 534.2 | |||||||||
Acquisitions, net of cash acquired | (601,423) | € (533.6) | |||||||||
Notes issued | 0 | 0 | 0 | ||||||||
Other purchase price obligations | 0 | 0 | 0 | ||||||||
Settlement of pre-existing balances | 591 | 591 | 591 | € 0.6 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Debt | 550,843 | 550,843 | 550,843 | € 488.8 | |||||||
Gains on foreign exchange contracts - acquisition related | (18,300) | ||||||||||
Goodwill | $ 581,777 | 581,777 | 581,777 | ||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 586,400 | ||||||||||
Business Combination, Pro Forma Information, Operating Income or Loss of Acquiree since Acquisition Date, Actual | 17,200 | ||||||||||
Goodwill, Purchase Accounting Adjustments | $ 158,000 | ||||||||||
Rhiag | Acquisition related expenses incurred post acquisition [Member] | |||||||||||
Business Acquisition | |||||||||||
Restructuring and acquisition related expenses | $ 10,900 | ||||||||||
Rhiag | Forward Contracts | |||||||||||
Business Acquisition | |||||||||||
Derivative, Notional Amount | $ 588,000 | ||||||||||
All 2015 Acquisitions | |||||||||||
Business Acquisition | |||||||||||
Number of acquisitions | 18 | ||||||||||
Business Combination, Consideration Transferred | $ 187,900 | ||||||||||
Acquisitions, net of cash acquired | (161,300) | ||||||||||
Notes issued | (4,296) | ||||||||||
Other purchase price obligations | 21,199 | ||||||||||
Settlement of pre-existing balances | 1,073 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Debt | 2,365 | ||||||||||
Goodwill | 92,175 | ||||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 69,900 | ||||||||||
Netherlands Distributors | Europe | |||||||||||
Business Acquisition | |||||||||||
Number of acquisitions | 11 | ||||||||||
Netherlands Distributors Former Customers | |||||||||||
Business Acquisition | |||||||||||
Number of acquisitions | 9 | ||||||||||
Subsequent Event [Member] | AndrewPageAcquisition [Member] | |||||||||||
Business Acquisition | |||||||||||
Business Combination, Consideration Transferred | £ 16.5 | $ 21,100 |
Purchase Price Allocations for
Purchase Price Allocations for Acquisitions (Details) $ in Thousands, € in Millions | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016USD ($) | Sep. 30, 2016EUR (€) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2016EUR (€) | |
Business Acquisition | |||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 1,301,127 | $ 157,357 | |||
Goodwill | 3,117,150 | $ 2,319,246 | |||
All 2016 Acquisitions | |||||
Business Acquisition | |||||
Receivables | 377,117 | ||||
Receivable reserves | (35,168) | ||||
Inventories, net (1) | 421,378 | ||||
Prepaid expenses and other current assets | 55,422 | ||||
Property, plant and equipment | 287,510 | ||||
Goodwill | 833,417 | ||||
Other intangibles | 464,544 | ||||
Other assets | 59,476 | ||||
Deferred income taxes | (108,115) | ||||
Current liabilities assumed | (418,917) | ||||
Debt assumed | (556,604) | ||||
Other noncurrent liabilities assumed | (73,959) | ||||
Other purchase price obligations | (2,991) | ||||
Notes issued | (1,360) | ||||
Settlement of pre-existing balances | (623) | ||||
Cash used in acquisitions, net of cash acquired | 1,301,127 | ||||
Rhiag | |||||
Business Acquisition | |||||
Business Combination, Consideration Transferred | 602,000 | € 534.2 | |||
Payments to Acquire Businesses, Net of Cash Acquired | 601,423 | € 533.6 | |||
Receivables | 230,670 | ||||
Receivable reserves | (28,242) | ||||
Inventories, net (1) | 239,529 | ||||
Prepaid expenses and other current assets | 10,822 | ||||
Property, plant and equipment | 58,062 | ||||
Goodwill | 581,777 | ||||
Other intangibles | 429,460 | ||||
Other assets | 2,092 | ||||
Deferred income taxes | (109,833) | ||||
Current liabilities assumed | (238,375) | ||||
Debt assumed | (550,843) | € (488.8) | |||
Other noncurrent liabilities assumed | (23,112) | ||||
Other purchase price obligations | 0 | ||||
Notes issued | 0 | ||||
Settlement of pre-existing balances | (591) | € (0.6) | |||
Cash used in acquisitions, net of cash acquired | 601,416 | ||||
PGW | |||||
Business Acquisition | |||||
Payments to Acquire Businesses, Net of Cash Acquired | 661,748 | ||||
Receivables | 136,523 | ||||
Receivable reserves | (6,146) | ||||
Inventories, net (1) | 169,159 | ||||
Prepaid expenses and other current assets | 42,573 | ||||
Property, plant and equipment | 225,712 | ||||
Goodwill | 221,571 | ||||
Other intangibles | 35,054 | ||||
Other assets | 57,672 | ||||
Deferred income taxes | 2,024 | ||||
Current liabilities assumed | (167,520) | ||||
Debt assumed | (4,027) | ||||
Other noncurrent liabilities assumed | (50,847) | ||||
Other purchase price obligations | 0 | ||||
Notes issued | 0 | ||||
Settlement of pre-existing balances | 0 | ||||
Cash used in acquisitions, net of cash acquired | 661,748 | ||||
All 2016 Acquisitions Excluding Rhiag and PGW | |||||
Business Acquisition | |||||
Business Combination, Consideration Transferred | 42,300 | ||||
Payments to Acquire Businesses, Net of Cash Acquired | 38,000 | ||||
Receivables | 9,924 | ||||
Receivable reserves | (780) | ||||
Inventories, net (1) | 12,690 | ||||
Prepaid expenses and other current assets | 2,027 | ||||
Property, plant and equipment | 3,736 | ||||
Goodwill | 30,069 | ||||
Other intangibles | 30 | ||||
Other assets | (288) | ||||
Deferred income taxes | (306) | ||||
Current liabilities assumed | (13,022) | ||||
Debt assumed | (1,734) | ||||
Other noncurrent liabilities assumed | 0 | ||||
Other purchase price obligations | (2,991) | ||||
Notes issued | (1,360) | ||||
Settlement of pre-existing balances | (32) | ||||
Cash used in acquisitions, net of cash acquired | $ 37,963 | ||||
All 2015 Acquisitions | |||||
Business Acquisition | |||||
Business Combination, Consideration Transferred | 187,900 | ||||
Payments to Acquire Businesses, Net of Cash Acquired | 161,300 | ||||
Receivables | 29,628 | ||||
Receivable reserves | (3,926) | ||||
Inventories, net (1) | 79,646 | ||||
Prepaid expenses and other current assets | 3,337 | ||||
Property, plant and equipment | 11,989 | ||||
Goodwill | 92,175 | ||||
Other intangibles | 9,926 | ||||
Other assets | 5,166 | ||||
Deferred income taxes | 4,102 | ||||
Current liabilities assumed | (39,191) | ||||
Debt assumed | (2,365) | ||||
Other noncurrent liabilities assumed | (2,651) | ||||
Other purchase price obligations | (21,199) | ||||
Notes issued | (4,296) | ||||
Settlement of pre-existing balances | (1,073) | ||||
Cash used in acquisitions, net of cash acquired | $ 161,268 |
Pro Forma Effect of Businesses
Pro Forma Effect of Businesses Acquired (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Business Acquisition | |||||||
Revenue, as reported | $ 2,386,830 | $ 1,831,732 | $ 6,758,999 | $ 5,443,714 | |||
Pro forma revenue | 2,392,381 | 2,417,276 | 7,345,138 | 7,269,869 | |||
Net Income | 122,688 | $ 142,785 | $ 112,171 | 101,346 | 377,644 | 328,163 | |
Pro forma net income | $ 123,302 | $ 115,507 | $ 404,018 | $ 357,149 | |||
Pro forma earnings per share, basic (1) | [1] | $ 0.40 | $ 0.38 | $ 1.32 | $ 1.17 | ||
Earnings per share, diluted | 0.40 | 0.33 | 1.22 | 1.07 | |||
Pro forma earnings per share, diluted (1) | [1] | $ 0.40 | $ 0.38 | $ 1.30 | $ 1.16 | ||
Restructuring and acquisition related expenses | $ 8,412 | $ 4,578 | $ 32,303 | $ 12,729 | |||
Earnings per share, basic | $ 0.40 | $ 0.33 | $ 1.23 | $ 1.08 | |||
Acquisition-related expenses | |||||||
Business Acquisition | |||||||
Restructuring and acquisition related expenses | $ 2,700 | $ 1,200 | $ 18,400 | $ 2,400 | |||
Rhiag | |||||||
Business Acquisition | |||||||
Revenue of purchased businesses for the period prior to acquisition | 0 | 256,479 | 213,376 | 738,364 | |||
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments | $ 0 | $ 5,091 | $ (447) | $ 9,670 | |||
Effect of purchased businesses for the period prior to acquisition | $ 0 | $ 0.02 | $ 0 | $ 0.03 | |||
Effect of purchased businesses for the period prior to acquisition | $ 0 | $ 0.02 | $ 0 | $ 0.03 | |||
PGW | |||||||
Business Acquisition | |||||||
Revenue of purchased businesses for the period prior to acquisition | $ 0 | $ 281,004 | $ 328,000 | $ 818,389 | |||
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments | $ 0 | $ 8,466 | $ 13,573 | $ 11,121 | |||
Effect of purchased businesses for the period prior to acquisition | $ 0 | $ 0.03 | $ 0.04 | $ 0.04 | |||
Effect of purchased businesses for the period prior to acquisition | $ 0 | $ 0.03 | $ 0.04 | $ 0.04 | |||
PGW | Acquisition-related expenses | |||||||
Business Acquisition | |||||||
Restructuring and acquisition related expenses | $ 4,100 | ||||||
All 2016 Acquisitions Excluding Rhiag and PGW | |||||||
Business Acquisition | |||||||
Revenue of purchased businesses for the period prior to acquisition | $ 5,551 | 44,763 | |||||
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments | $ 239 | $ 2,467 | |||||
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 2016 and 2015 Acquisitions Excluding Rhiag and PGW | |||||||
Business Acquisition | |||||||
Revenue of purchased businesses for the period prior to acquisition | $ 48,061 | $ 269,402 | |||||
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments | $ (32) | $ 6,755 | |||||
Effect of purchased businesses for the period prior to acquisition | $ 0 | $ 0.02 | |||||
Effect of purchased businesses for the period prior to acquisition | $ 0 | $ 0.02 | |||||
All 2016 Acquisitions | |||||||
Business Acquisition | |||||||
Acquisition related costs, net of tax | $ 375 | $ 10,781 | |||||
Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Basic Share Effect | $ 0 | $ 0.04 | |||||
Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Diluted Share Effect | $ 0 | $ 0.03 | |||||
All 2015 Acquisitions | |||||||
Business Acquisition | |||||||
Acquisition related costs, net of tax | $ 636 | $ 1,440 | |||||
Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Basic Share Effect | $ 0 | ||||||
Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Diluted Share Effect | $ 0 | $ 0 | |||||
[1] | The sum of the individual earnings per share amounts may not equal the total due to rounding. |
Financial Statement Informati38
Financial Statement Information - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | ||
Earnings Per Share, Diluted | [1] | $ 0.40 | $ 0.46 | $ 0.36 | $ 1.22 | |||
Net Income | $ 122,688 | $ 142,785 | $ 112,171 | $ 101,346 | $ 377,644 | $ 328,163 | ||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The components of other intangibles are as follows (in thousands): September 30, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trade names and trademarks $ 300,248 $ (52,995 ) $ 247,253 $ 172,219 $ (43,458 ) $ 128,761 Customer and supplier relationships 412,711 (77,914 ) 334,797 95,508 (41,007 ) 54,501 Software and other technology related assets 59,349 (27,131 ) 32,218 44,500 (17,844 ) 26,656 Covenants not to compete 11,795 (6,817 ) 4,978 10,774 (5,575 ) 5,199 $ 784,103 $ (164,857 ) $ 619,246 $ 323,001 $ (107,884 ) $ 215,117 | |||||||
Goodwill | 3,117,150 | $ 3,117,150 | $ 2,319,246 | |||||
Reserve for estimated returns, discounts and allowances | 35,600 | 35,600 | 32,800 | |||||
Reserve for uncollectible accounts | 50,200 | 50,200 | 24,600 | |||||
Finite-lived intangible assets, gross | 784,103 | 784,103 | 323,001 | |||||
Amortization expense | 58,200 | $ 25,000 | ||||||
Estimated annual amortization expense in year one | 82,800 | 82,800 | ||||||
Estimated annual amortization expense in year two | 90,800 | 90,800 | ||||||
Estimated annual amortization expense in year three | 75,100 | 75,100 | ||||||
Estimated annual amortization expense in year four | 60,400 | 60,400 | ||||||
Estimated annual amortization expense in year five | $ 49,300 | $ 49,300 | ||||||
Earnings Per Share, Basic | [1] | $ 0.40 | $ 0.47 | $ 0.37 | $ 1.23 | |||
Retained earnings | $ 2,504,028 | $ 2,504,028 | $ 2,126,384 | |||||
Salvage mechanical products | ||||||||
Standard warranty period | 6 months | |||||||
Remanufactured engines | ||||||||
Standard warranty period | 3 years | |||||||
PGW | ||||||||
Goodwill | 221,571 | $ 221,571 | ||||||
Reserve for uncollectible accounts | 4,800 | 4,800 | ||||||
Finite-lived intangible assets, gross | 35,054 | 35,054 | ||||||
Rhiag | ||||||||
Goodwill | 581,777 | 581,777 | ||||||
Reserve for uncollectible accounts | 23,000 | 23,000 | ||||||
Finite-lived intangible assets, gross | 429,460 | $ 429,460 | ||||||
Restatement Adjustment [Member] | ASU 2016-09 adjustments [Member] | ||||||||
Earnings Per Share, Diluted | $ 0.04 | |||||||
Net Income | $ 11,471 | |||||||
Earnings Per Share, Basic | [1] | $ 0.04 | ||||||
Retained earnings | $ 11,500 | $ 11,500 | ||||||
[1] | The sum of the individual earnings per share amounts may not equal the total due to rounding. |
Financial Statement Informati39
Financial Statement Information Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Product Information | ||
Inventories, net | $ 1,912,568 | $ 1,556,552 |
Aftermarket and refurbished products | ||
Product Information | ||
Inventories, net | 1,450,981 | 1,146,162 |
Inventories, net (1) | 339,700 | |
Salvage and remanufactured products | ||
Product Information | ||
Inventories, net | 386,688 | 410,390 |
Inventories, net (1) | 3,900 | |
Glass manufacturing products | ||
Product Information | ||
Inventories, net | 74,899 | 0 |
Inventories, net (1) | 77,800 | |
Glass | ||
Product Information | ||
Inventories, net | 159,296 | $ 0 |
Glass | Glass manufacturing products | ||
Product Information | ||
Inventory, Raw Materials, Net of Reserves | 14,300 | |
Inventory, Work in Process, Net of Reserves | 22,700 | |
Inventory, Finished Goods, Net of Reserves | $ 37,900 |
Financial Statement Informati40
Financial Statement Information Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, net | $ 1,023,707 | $ 696,567 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 2,319,246 |
Business acquisitions and adjustments to previously recorded goodwill | 833,417 |
Exchange rate effects | (35,513) |
Goodwill, ending balance | 3,117,150 |
North America | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 1,445,850 |
Business acquisitions and adjustments to previously recorded goodwill | 2,304 |
Exchange rate effects | 1,989 |
Goodwill, ending balance | 1,450,143 |
Europe | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 594,482 |
Business acquisitions and adjustments to previously recorded goodwill | 605,877 |
Exchange rate effects | (36,608) |
Goodwill, ending balance | 1,163,751 |
Specialty | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 278,914 |
Business acquisitions and adjustments to previously recorded goodwill | 3,665 |
Exchange rate effects | (294) |
Goodwill, ending balance | 282,285 |
Glass | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 0 |
Business acquisitions and adjustments to previously recorded goodwill | 221,571 |
Exchange rate effects | (600) |
Goodwill, ending balance | 220,971 |
Rhiag | |
Goodwill [Roll Forward] | |
Goodwill, ending balance | $ 581,777 |
Components of Other Intangibles
Components of Other Intangibles (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | $ 784,103 | $ 323,001 |
Accumulated amortization | (164,857) | (107,884) |
Net | 619,246 | 215,117 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 300,248 | 172,219 |
Accumulated amortization | (52,995) | (43,458) |
Net | 247,253 | 128,761 |
Customer and supplier relationships | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 412,711 | 95,508 |
Accumulated amortization | (77,914) | (41,007) |
Net | 334,797 | 54,501 |
Software and technology related assets | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 59,349 | 44,500 |
Accumulated amortization | (27,131) | (17,844) |
Net | 32,218 | 26,656 |
Covenants not to compete | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 11,795 | 10,774 |
Accumulated amortization | (6,817) | (5,575) |
Net | $ 4,978 | $ 5,199 |
Financial Statement Informati43
Financial Statement Information Components of Other Intangibles Acquired as part of a Business Combination (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | $ 784,103 | $ 323,001 |
Rhiag | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 429,460 | |
PGW | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 35,054 | |
Trade names and trademarks | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 300,248 | 172,219 |
Trade names and trademarks | Rhiag | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 127,351 | |
Trade names and trademarks | PGW | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 4,700 | |
Customer and supplier relationships | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 412,711 | 95,508 |
Customer and supplier relationships | Rhiag | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 291,893 | |
Customer and supplier relationships | PGW | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 27,700 | |
Software and technology related assets | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 59,349 | 44,500 |
Software and technology related assets | Rhiag | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 10,216 | |
Software and technology related assets | PGW | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 1,054 | |
Covenants not to compete | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 11,795 | $ 10,774 |
Covenants not to compete | Rhiag | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 0 | |
Covenants not to compete | PGW | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | $ 1,600 |
Changes in Warranty Reserve (De
Changes in Warranty Reserve (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Warranty Reserve [Roll Forward] | |
Warranty reserve, beginning balance | $ 17,363 |
Warranty expense | 23,789 |
Warranty claims | (21,917) |
Warranty reserve, ending balance | $ 19,235 |
Financial Statement Informati45
Financial Statement Information Impact to quarterly financial statements as result of adoption of ASU 2016-09 (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Net Income | $ 122,688 | $ 142,785 | $ 112,171 | $ 101,346 | $ 377,644 | $ 328,163 | |
Earnings Per Share, Basic | [1] | $ 0.40 | $ 0.47 | $ 0.37 | $ 1.23 | ||
Earnings Per Share, Diluted | [1] | $ 0.40 | $ 0.46 | $ 0.36 | $ 1.22 | ||
Net Cash Provided by (Used in) Financing Activities | $ 524,151 | 504,995 | |||||
Net Cash Provided by (Used in) Financing Activities | 1,088,482 | (226,617) | |||||
ASU 2016-09 adjustments [Member] | Scenario, Previously Reported [Member] | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Net Income | $ 117,704 | $ 140,737 | $ 107,732 | $ 366,173 | |||
Earnings Per Share, Basic | [1] | $ 0.38 | $ 0.46 | $ 0.35 | $ 1.19 | ||
Earnings Per Share, Diluted | [1] | $ 0.38 | $ 0.46 | $ 0.35 | $ 1.18 | ||
ASU 2016-09 adjustments [Member] | Restatement Adjustment [Member] | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Net Income | $ 4,984 | $ 2,048 | $ 4,439 | $ 11,471 | |||
Earnings Per Share, Basic | [1] | $ 0.02 | $ 0.01 | $ 0.02 | $ 0.04 | ||
Earnings Per Share, Diluted | [1] | $ 0.02 | $ 0 | $ 0.01 | $ 0.04 | ||
Net Cash Provided by (Used in) Financing Activities | $ 11,700 | 13,700 | |||||
Net Cash Provided by (Used in) Financing Activities | 11,700 | $ 13,700 | |||||
ASU 2016-09 adjustments [Member] | Restatement Adjustment [Member] | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Net Income | $ 11,471 | ||||||
Earnings Per Share, Basic | [1] | $ 0.04 | |||||
Earnings Per Share, Diluted | $ 0.04 | ||||||
Additional Paid in Capital | $ 11,500 | $ 11,500 | |||||
[1] | The sum of the individual earnings per share amounts may not equal the total due to rounding. |
Restructuring and Acquisition46
Restructuring and Acquisition Related Expenses - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Restructuring Cost and Reserve | ||||
Restructuring and acquisition related expenses | $ 8,412 | $ 4,578 | $ 32,303 | $ 12,729 |
Acquisition-related expenses | ||||
Restructuring Cost and Reserve | ||||
Restructuring and acquisition related expenses | 2,700 | 1,200 | 18,400 | 2,400 |
Restructuring expenses | ||||
Restructuring Cost and Reserve | ||||
Restructuring and acquisition related expenses | $ 5,700 | $ 3,400 | 13,900 | $ 10,300 |
Restructuring expenses | Maximum | ||||
Restructuring Cost and Reserve | ||||
Expected additional charges | 5,000 | |||
PGW | Acquisition-related expenses | ||||
Restructuring Cost and Reserve | ||||
Restructuring and acquisition related expenses | 4,100 | |||
All 2016 Acquisitions and yet to be Completed Acquisitions Excluding Rhiag and PGW | Acquisition-related expenses | ||||
Restructuring Cost and Reserve | ||||
Restructuring and acquisition related expenses | $ 3,400 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($)shares | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Number of shares that RSUs convert into on the applicable vesting date | shares | 1 | |
RSUs granted during the period | shares | 976,318 | |
Fair value of RSUs or restricted stock vested during the period | $ 29.2 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 41.3 | 41.3 |
Expected term for unrecognized stock-based compensation expense expected to be recognized | 3 years 1 month | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 0.1 | $ 0.1 |
Expected term for unrecognized stock-based compensation expense expected to be recognized | 3 months | |
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 | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Summary of Expected to Vest RSUs [Line Items] | ||
Unvested RSUs, shares | 1,886,807 | 1,981,292 |
RSUs granted during the period | 976,318 | |
RSUs vested, shares | (996,607) | |
RSUs forfeited/canceled, shares | (74,196) | |
RSUs expected to vest, shares | 1,781,698 | |
Unvested RSUs, weighted average grant date fair value | $ 27.58 | $ 24.19 |
RSUs granted, weighted average grant date fair value | 29.05 | |
RSUs vested, weighted average grant date fair value | 22.30 | |
RSUs forfeited/canceled, weighted average grant date fair value | 27.18 | |
RSUs expected to vest, weighted average grant date fair value | $ 27.63 | |
Unvested RSUs, aggregate intrinsic value | $ 66,906 | $ 58,706 |
RSUs expected to vest, aggregate intrinsic value | $ 63,179 |
Stock-Based Compensation Sche49
Stock-Based Compensation Schedule of Stock Option Activity (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Stock options outstanding, shares | 2,681,796 | 3,765,952 |
Stock options exercised, shares | (1,066,756) | |
Stock options forfeited/canceled, shares | (17,400) | |
Exercisable stock options, shares | 2,600,860 | |
Exercisable and expected to vest stock options, shares | 2,673,702 | |
Stock options outstanding, weighted average exercise price | $ 9.16 | $ 8.63 |
Stock options exercised, weighted average exercise price | 7.05 | |
Stock options forfeited/canceled, weighted average exercise price | 23.66 | |
Exercisable stock options, weighted average exercise price | 8.44 | |
Exercisable and expected to vest stock options, weighted average exercise price | $ 9.09 | |
Stock options outstanding, weighted average remaining contractual term (years) | 2 years 6 months | 2 years 10 months 25 days |
Exercisable stock options, weighted average remaining contractual term (years) | 2 years 6 months | |
Share-based compensation arrangement by share-based payment award, options, vested and expected to vest, outstanding, weighted average remaining contractual term | 2 years 6 months | |
Stock options outstanding, aggregate intrinsic value | $ 70,519 | $ 79,317 |
Exercisable stock options, aggregate intrinsic value | 70,264 | |
Exercisable and expected to vest stock options, aggregate intrinsic value | $ 70,493 |
Schedule of Pre-Tax Stock-Based
Schedule of Pre-Tax Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Stock-based compensation expense | $ 5,637 | $ 5,177 | $ 17,062 | $ 16,291 |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Stock-based compensation expense | 5,591 | 5,119 | 16,950 | 16,067 |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Stock-based compensation expense | $ 46 | $ 58 | $ 112 | $ 224 |
Computation of Earnings Per Sha
Computation of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share [Abstract] | ||||||
Net Income | $ 122,688 | $ 142,785 | $ 112,171 | $ 101,346 | $ 377,644 | $ 328,163 |
Denominator for basic earnings per share—Weighted-average shares outstanding | 307,190 | 305,059 | 306,690 | 304,453 | ||
Effect of dilutive securities: | ||||||
RSUs | 681 | 603 | 686 | 678 | ||
Stock options | 2,165 | 2,066 | 2,295 | 2,195 | ||
Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding | 310,036 | 307,728 | 309,671 | 307,326 | ||
Earnings per share, basic | $ 0.40 | $ 0.33 | $ 1.23 | $ 1.08 | ||
Earnings per share, diluted | $ 0.40 | $ 0.33 | $ 1.22 | $ 1.07 |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities | 0 | 272 | 76 | 306 |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities | 0 | 95 | 57 | 97 |
Accumulated Other Comprehensi53
Accumulated Other Comprehensive Income (Loss) Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Interest Rate Swap | ||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax | $ 1.1 | $ 1.5 | $ 2.9 | $ 4.6 |
Accumulated Other Comprehensi54
Accumulated Other Comprehensive Income (Loss) Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | $ 181,502 | $ 49,217 | $ 105,470 | $ 40,225 |
Foreign currency translation | (12,317) | (33,458) | (85,434) | (43,758) |
Pre-tax income accumulated comprehensive income | (8,927) | (34,033) | (88,766) | (45,572) |
Income tax effect | (1,087) | 185 | 1,241 | 624 |
Reclassification of unrealized gain (loss) | 1,249 | 1,508 | 3,394 | 4,736 |
Reclassification of deferred income taxes | (399) | (531) | (1,065) | (1,651) |
Ending Balance | 190,666 | 82,088 | 190,666 | 82,088 |
Foreign Currency Translation | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | 170,007 | 37,373 | 96,890 | 27,073 |
Foreign currency translation | (12,317) | (33,458) | (85,434) | (43,758) |
Ending Balance | 182,324 | 70,831 | 182,324 | 70,831 |
Unrealized (Loss) Gain on Cash Flow Hedges | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | 4,114 | 2,200 | 932 | 3,401 |
Pre-tax income accumulated comprehensive income | 3,390 | (575) | (3,332) | (1,814) |
Income tax effect | (1,087) | 185 | 1,241 | 624 |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax | (1,124) | (1,542) | (2,912) | (4,627) |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax | (368) | (540) | (944) | (1,624) |
Ending Balance | 1,055 | 1,588 | 1,055 | 1,588 |
Unrealized (Loss) Gain on Pension Plan | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax | 7,381 | 9,644 | 7,648 | 9,751 |
Reclassification of unrealized gain (loss) | 125 | (34) | 482 | 109 |
Reclassification of deferred income taxes | (31) | 9 | (121) | (27) |
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax | 7,287 | 9,669 | 7,287 | 9,669 |
Interest Rate Swap | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax | $ (1,100) | $ (1,500) | $ (2,900) | $ (4,600) |
Schedule of Long-Term Obligatio
Schedule of Long-Term Obligations (Parenthetical) (Details) | Sep. 30, 2016 | Dec. 31, 2015 |
Notes Payable | ||
Debt Instrument | ||
Weighted average interest rate | 2.20% | 2.20% |
Other Long-Term Debt | ||
Debt Instrument | ||
Weighted average interest rate | 2.20% | 2.40% |
Schedule of Long-Term Obligat56
Schedule of Long-Term Obligations (Details) $ in Thousands, € in Millions | Sep. 30, 2016USD ($) | Apr. 14, 2016EUR (€) | Jan. 29, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 27, 2014USD ($) | May 09, 2013USD ($) |
Debt Instrument | ||||||
Long-Term Obligations, Total | $ 3,289,924 | $ 1,599,695 | ||||
Deferred Finance Costs, Current, Net | (2,482) | (1,460) | ||||
Deferred Finance Costs, Noncurrent, Net | (23,268) | (13,533) | ||||
Debt and Capital Lease Obligations, Net | 3,264,174 | 1,584,702 | ||||
Long-term Debt and Capital Lease Obligations, Current, Net | 74,829 | 56,034 | ||||
Long-Term Obligations, Excluding Current Portion | 3,189,345 | 1,528,668 | ||||
Term Loan | ||||||
Debt Instrument | ||||||
Term loans payable | 748,870 | 410,625 | ||||
Revolving Credit Facility | ||||||
Debt Instrument | ||||||
Revolving credit facilities | 1,202,042 | 480,481 | ||||
Senior Notes | ||||||
Debt Instrument | ||||||
Senior notes | 600,000 | 600,000 | $ 600,000 | |||
Euro Notes | ||||||
Debt Instrument | ||||||
Senior notes | 561,750 | € 500 | 0 | |||
Receivables Securitization Facility | ||||||
Debt Instrument | ||||||
Receivables securitization facility | 96,980 | 63,000 | ||||
Notes Payable | ||||||
Debt Instrument | ||||||
Notes payable | 10,457 | 16,104 | ||||
Other Long-Term Debt | ||||||
Debt Instrument | ||||||
Other long-term debt | $ 69,825 | $ 29,485 | ||||
Third Amended Credit Agreement | Credit Agreement | ||||||
Debt Instrument | ||||||
Maximum Credit Agreement Borrowings | $ 2,300,000 | |||||
Fourth Amended Credit Agreement | Credit Agreement | ||||||
Debt Instrument | ||||||
Maximum Credit Agreement Borrowings | $ 3,200,000 | |||||
Term loans payable | $ 750,000 |
Long-Term Obligations - Additio
Long-Term Obligations - Additional Information (Details) $ in Thousands, € in Millions | Mar. 24, 2016USD ($) | Mar. 24, 2016EUR (€) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016EUR (€) | Apr. 14, 2016EUR (€) | Mar. 24, 2016EUR (€) | Jan. 29, 2016USD ($) | Jan. 29, 2016EUR (€) | Dec. 31, 2015USD ($) | Sep. 29, 2014USD ($) | Mar. 27, 2014USD ($) | May 09, 2013USD ($) |
Debt Instrument | |||||||||||||||
Term Loan Quarterly Repayment, Percentage of Initial Balance | 0.625% | 0.625% | |||||||||||||
Term Loan Quarterly Repayment, Percentage | 1.25% | 1.25% | |||||||||||||
Outstanding letters of credit | $ 70,900 | $ 70,900 | |||||||||||||
Loss on debt extinguishment | $ 0 | $ 0 | $ 26,650 | $ 0 | |||||||||||
Credit Agreement | |||||||||||||||
Debt Instrument | |||||||||||||||
Increment change in applicable margin | 0.25% | 0.25% | |||||||||||||
Weighted average interest rate | 2.20% | 2.20% | 2.20% | 1.80% | |||||||||||
Increment change in commitment fees | 0.05% | 0.05% | |||||||||||||
Fronting fee on letters of credit in addition to participation commission | 0.125% | 0.125% | |||||||||||||
Availability on the revolving credit facility | $ 1,200,000 | $ 1,200,000 | |||||||||||||
Term Loan | |||||||||||||||
Debt Instrument | |||||||||||||||
Term loans payable | 748,870 | 748,870 | $ 410,625 | ||||||||||||
Current maturities of credit agreement | 33,200 | 33,200 | 22,500 | ||||||||||||
Senior Notes | |||||||||||||||
Debt Instrument | |||||||||||||||
Senior notes | 600,000 | 600,000 | 600,000 | $ 600,000 | |||||||||||
Senior notes interest rate | 4.75% | ||||||||||||||
Euro Notes | |||||||||||||||
Debt Instrument | |||||||||||||||
Fees capitalized | 10,300 | 10,300 | |||||||||||||
Senior notes | $ 561,750 | $ 561,750 | € 500 | 0 | |||||||||||
Senior notes interest rate | 3.875% | ||||||||||||||
Receivables Securitization Facility | |||||||||||||||
Debt Instrument | |||||||||||||||
Weighted average interest rate | 1.60% | 1.60% | 1.60% | ||||||||||||
Receivables securitization maximum borrowing capacity | $ 97,000 | ||||||||||||||
Receivables used as collateral for receivables securitization facility | $ 129,600 | $ 129,600 | 136,100 | ||||||||||||
Borrowings under receivable securitization facility, carrying value | 96,980 | 96,980 | $ 63,000 | ||||||||||||
Fourth Amended Credit Agreement | Credit Agreement | |||||||||||||||
Debt Instrument | |||||||||||||||
Maximum Credit Agreement Borrowings | $ 3,200,000 | ||||||||||||||
Term loans payable | 750,000 | ||||||||||||||
Payments of financing costs | 6,100 | ||||||||||||||
Fees capitalized | 5,000 | 5,000 | |||||||||||||
Loss on debt extinguishment | 1,100 | ||||||||||||||
Fourth Amended Credit Agreement | Credit Agreement | Multicurrency Component | |||||||||||||||
Debt Instrument | |||||||||||||||
Maximum revolving credit facility borrowings | 2,450,000 | ||||||||||||||
Fourth Amended Credit Agreement | USD Term Loan | |||||||||||||||
Debt Instrument | |||||||||||||||
Term loans payable | $ 500,000 | ||||||||||||||
Fourth Amended Credit Agreement | EURO Term Loan | |||||||||||||||
Debt Instrument | |||||||||||||||
Term loans payable | € | € 230 | ||||||||||||||
Third Amended Credit Agreement | Credit Agreement | |||||||||||||||
Debt Instrument | |||||||||||||||
Maximum Credit Agreement Borrowings | $ 2,300,000 | ||||||||||||||
Loss on debt extinguishment | 1,800 | ||||||||||||||
Rhiag | |||||||||||||||
Debt Instrument | |||||||||||||||
Debt Incurred under Line of Credit Facility, Used to Repay Debt Acquired | $ 508,000 | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Debt | $ 550,843 | $ 550,843 | € 488.8 | ||||||||||||
Rhiag | Senior Notes | |||||||||||||||
Debt Instrument | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Debt | 519,600 | € 465 | |||||||||||||
Accrued interest | 8,000 | € 7.1 | |||||||||||||
Payments of Debt Extinguishment Costs | 23,800 | 21.2 | |||||||||||||
Interest Rate Swap | Rhiag | Senior Notes | |||||||||||||||
Debt Instrument | |||||||||||||||
Payments for Derivative Instrument, Financing Activities | $ 4,900 | € 4.4 |
Derivative Instruments and He58
Derivative Instruments and Hedging Activities - Additional Information (Details) $ in Millions | Sep. 30, 2016USD ($) |
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 | $ 1.4 |
Schedule of Cash Flow Hedges (D
Schedule of Cash Flow Hedges (Details) £ in Thousands, CAD in Thousands, $ in Thousands | Sep. 30, 2016GBP (£) | Sep. 30, 2016USD ($) | Sep. 30, 2016CAD | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015GBP (£) | Dec. 31, 2015USD ($) | Dec. 31, 2015CAD |
Derivative | ||||||||
Derivative Asset, Noncurrent | $ 431 | |||||||
Derivative Liability, Current | 212 | $ 1,347 | ||||||
Derivative Liability, Noncurrent | 2,414 | |||||||
Interest Rate Swap | US Dollar Notional Amount | ||||||||
Derivative | ||||||||
Derivative, Notional Amount | 760,000 | 170,000 | ||||||
Derivative Asset, Noncurrent | 431 | |||||||
Derivative Liability, Current | 152 | 858 | ||||||
Derivative Liability, Noncurrent | 2,414 | |||||||
Interest Rate Swap | US Dollar Notional Amount | 2016 Interest Rate Swaps | ||||||||
Derivative | ||||||||
Derivative, Notional Amount | $ 150,000 | $ 440,000 | ||||||
Interest Rate Swap | Pound Sterling Notional Amount | ||||||||
Derivative | ||||||||
Derivative, Notional Amount | £ | £ 50,000 | £ 50,000 | ||||||
Derivative Liability, Current | 60 | 465 | ||||||
Derivative Liability, Noncurrent | 0 | |||||||
Interest Rate Swap | Canadian Dollar Notional Amount | ||||||||
Derivative | ||||||||
Derivative, Notional Amount | CAD | CAD 0 | CAD 25,000 | ||||||
Derivative Liability, Current | 0 | $ 24 | ||||||
Derivative Liability, Noncurrent | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Thousands, € in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Apr. 14, 2016EUR (€) | Dec. 31, 2015USD ($) | May 09, 2013USD ($) | |
Fair Value Measurements | |||||||
Portion of change in fair value included in earnings related to contingent consideration obligations outstanding at period end | $ 57 | $ 89 | $ 176 | $ 365 | |||
Contingent Consideration Liabilities | |||||||
Fair Value Measurements | |||||||
Portion of change in fair value included in earnings related to contingent consideration obligations outstanding at period end | $ 100 | $ 200 | |||||
Credit Agreement | |||||||
Fair Value Measurements | |||||||
Borrowings under credit agreement, carrying value | 2,000,000 | 2,000,000 | $ 891,100 | ||||
Receivables Securitization Facility | |||||||
Fair Value Measurements | |||||||
Borrowings under receivable securitization facility, carrying value | 96,980 | 96,980 | 63,000 | ||||
Senior Notes | |||||||
Fair Value Measurements | |||||||
Debt instrument, fair value | 618,800 | 618,800 | 567,300 | ||||
Debt instrument, carrying value | 600,000 | 600,000 | 600,000 | $ 600,000 | |||
Euro Notes | |||||||
Fair Value Measurements | |||||||
Debt instrument, fair value | 600,300 | 600,300 | |||||
Debt instrument, carrying value | $ 561,750 | $ 561,750 | € 500 | $ 0 |
Financial Assets and Liabilitie
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value assets measured on recurring basis | $ 35,242 | $ 29,782 |
Fair value liabilities measured on recurring basis | 42,083 | 36,267 |
Cash surrender value of life insurance | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value assets measured on recurring basis | 34,811 | 29,782 |
Contingent consideration liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value liabilities measured on recurring basis | 3,168 | 4,584 |
Deferred compensation liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value liabilities measured on recurring basis | 36,289 | 30,336 |
Interest Rate Swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value assets measured on recurring basis | 431 | |
Fair value liabilities measured on recurring basis | 2,626 | 1,347 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value assets measured on recurring basis | 35,242 | 29,782 |
Fair value liabilities measured on recurring basis | 38,915 | 31,683 |
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 | 34,811 | 29,782 |
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 | 36,289 | 30,336 |
Fair Value, Inputs, Level 2 | Interest Rate Swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value assets measured on recurring basis | 431 | |
Fair value liabilities measured on recurring basis | 2,626 | 1,347 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value liabilities measured on recurring basis | 3,168 | 4,584 |
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 | $ 3,168 | $ 4,584 |
Changes in Fair Value of Contin
Changes in Fair Value of Contingent Consideration Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Contingent Consideration Obligations [Roll Forward] | ||||
Beginning balance | $ 3,134 | $ 5,191 | $ 4,584 | $ 7,295 |
Payments | 0 | (610) | (1,667) | (2,815) |
Increase (decrease) in fair value included in earnings | 57 | 89 | 176 | 365 |
Exchange rate effects | (23) | (122) | 75 | (297) |
Ending balance | $ 3,168 | $ 4,548 | $ 3,168 | $ 4,548 |
Future Minimum Lease Commitment
Future Minimum Lease Commitments (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases, Future Minimum Payments, Remainder of Fiscal Year | $ 51,473 |
2,017 | 188,098 |
2,018 | 162,716 |
2,019 | 132,020 |
2,020 | 106,987 |
2,021 | 80,143 |
Thereafter | 477,455 |
Future Minimum Lease Payments | $ 1,198,892 |
Income Taxes Income Taxes - Add
Income Taxes Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Acquisition | ||||||
Effective income tax rate | 32.60% | 34.80% | ||||
Net Income | $ 122,688 | $ 142,785 | $ 112,171 | $ 101,346 | $ 377,644 | $ 328,163 |
All 2016 Acquisitions | ||||||
Business Acquisition | ||||||
Deferred Tax Assets, Other | 29,700 | 29,700 | ||||
Deferred Tax Liabilities, Other | 137,500 | 137,500 | ||||
ASU 2016-09 adjustments [Member] | Restatement Adjustment [Member] | ||||||
Business Acquisition | ||||||
Net Income | $ 4,984 | $ 2,048 | $ 4,439 | $ 11,471 |
Segment and Geographic Inform65
Segment and Geographic Information - Additional Information (Details) | 3 Months Ended |
Sep. 30, 2016 | |
Segment Reporting Information | |
Number of operating segments | 5 |
Number of reportable segments | 4 |
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 | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information | ||||
Revenue | $ 2,386,830 | $ 1,831,732 | $ 6,758,999 | $ 5,443,714 |
Segment EBITDA | 273,847 | 207,314 | 829,358 | 661,650 |
Depreciation and amortization | 59,488 | 32,974 | 150,370 | 94,688 |
North America | ||||
Segment Reporting Information | ||||
Revenue | 1,046,665 | 1,037,290 | 3,214,762 | 3,128,614 |
Segment EBITDA | 141,054 | 128,506 | 452,254 | 416,774 |
Depreciation and amortization | 17,551 | 17,918 | 52,688 | 52,432 |
Europe | ||||
Segment Reporting Information | ||||
Revenue | 770,219 | 511,146 | 2,141,186 | 1,508,395 |
Segment EBITDA | 72,586 | 52,733 | 220,066 | 153,199 |
Depreciation and amortization | 27,792 | 9,478 | 66,380 | 26,533 |
Specialty | ||||
Segment Reporting Information | ||||
Revenue | 312,590 | 284,306 | 937,969 | 809,858 |
Segment EBITDA | 32,449 | 26,075 | 105,979 | 91,677 |
Depreciation and amortization | 5,628 | 5,578 | 16,254 | 15,723 |
Glass | ||||
Segment Reporting Information | ||||
Revenue | 258,525 | 468,703 | ||
Segment EBITDA | 27,758 | 51,059 | ||
Depreciation and amortization | 8,517 | 15,048 | ||
Intersegment Eliminations | ||||
Segment Reporting Information | ||||
Revenue | (1,169) | (1,010) | (3,621) | (3,153) |
Third Party | North America | ||||
Segment Reporting Information | ||||
Revenue | 1,046,579 | 1,037,130 | 3,214,343 | 3,127,988 |
Third Party | Europe | ||||
Segment Reporting Information | ||||
Revenue | 770,219 | 511,146 | 2,141,186 | 1,508,325 |
Third Party | Specialty | ||||
Segment Reporting Information | ||||
Revenue | 311,621 | 283,456 | 934,955 | 807,401 |
Third Party | Glass | ||||
Segment Reporting Information | ||||
Revenue | 258,411 | 468,515 | ||
Intersegment | North America | ||||
Segment Reporting Information | ||||
Revenue | 86 | 160 | 419 | 626 |
Intersegment | Europe | ||||
Segment Reporting Information | ||||
Revenue | 0 | 0 | 0 | 70 |
Intersegment | Specialty | ||||
Segment Reporting Information | ||||
Revenue | 969 | 850 | 3,014 | 2,457 |
Intersegment | Glass | ||||
Segment Reporting Information | ||||
Revenue | 114 | 188 | ||
Intersegment | Intersegment Eliminations | ||||
Segment Reporting Information | ||||
Revenue | $ (1,169) | $ (1,010) | $ (3,621) | $ (3,153) |
Reconciliation Of Segment EBITD
Reconciliation Of Segment EBITDA To Net Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting [Abstract] | ||||||
Segment EBITDA | $ 273,847 | $ 207,314 | $ 829,358 | $ 661,650 | ||
Restructuring and acquisition related expenses | 8,412 | 4,578 | 32,303 | 12,729 | ||
Business Combination, Adjustment, Inventory | (387) | 9,826 | ||||
Change in fair value of contingent consideration liabilities | (57) | (89) | (176) | (365) | ||
Equity in earnings of unconsolidated subsidiaries | 267 | (1,130) | 52 | (4,200) | ||
Gain (Loss) on Sale of Derivatives | 0 | 18,342 | 0 | |||
EBITDA | 266,032 | 201,517 | 805,447 | 644,356 | ||
Depreciation and amortization - cost of goods sold | 6,472 | 2,091 | 13,137 | 4,570 | ||
Depreciation and amortization | 53,016 | 30,883 | 137,233 | 90,118 | ||
Interest expense, net | 27,059 | 14,722 | 68,032 | 44,250 | ||
Loss on debt extinguishment | 0 | 0 | 26,650 | 0 | ||
Provision for income taxes | 56,797 | 52,475 | 182,751 | 177,255 | ||
Net Income | $ 122,688 | $ 142,785 | $ 112,171 | $ 101,346 | $ 377,644 | $ 328,163 |
Schedule of Capital Expenditure
Schedule of Capital Expenditures by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information | ||||
Capital Expenditures | $ 50,427 | $ 32,810 | $ 152,746 | $ 99,573 |
North America | ||||
Segment Reporting Information | ||||
Capital Expenditures | 24,394 | 11,615 | 66,625 | 41,762 |
Europe | ||||
Segment Reporting Information | ||||
Capital Expenditures | 16,554 | 16,966 | 57,105 | 47,138 |
Specialty | ||||
Segment Reporting Information | ||||
Capital Expenditures | 582 | 4,229 | 11,235 | 10,673 |
Glass | ||||
Segment Reporting Information | ||||
Capital Expenditures | $ 8,897 | $ 0 | $ 17,781 | $ 0 |
Schedule of Assets by Reportabl
Schedule of Assets by Reportable Segment (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Segment Reporting Information | ||
Receivables, net | $ 959,321 | $ 590,160 |
Inventories, net | 1,912,568 | 1,556,552 |
Property, Plant and Equipment, net | 1,023,707 | 696,567 |
Other unallocated assets | 4,308,356 | 2,804,558 |
Total Assets | 8,203,952 | 5,647,837 |
North America | ||
Segment Reporting Information | ||
Receivables, net | 315,656 | 314,743 |
Inventories, net | 795,531 | 847,787 |
Property, Plant and Equipment, net | 486,382 | 467,961 |
Europe | ||
Segment Reporting Information | ||
Receivables, net | 438,771 | 215,710 |
Inventories, net | 664,658 | 427,323 |
Property, Plant and Equipment, net | 246,544 | 175,455 |
Specialty | ||
Segment Reporting Information | ||
Receivables, net | 79,415 | 59,707 |
Inventories, net | 293,083 | 281,442 |
Property, Plant and Equipment, net | 57,565 | 53,151 |
Glass | ||
Segment Reporting Information | ||
Receivables, net | 125,479 | 0 |
Inventories, net | 159,296 | 0 |
Property, Plant and Equipment, net | $ 233,216 | $ 0 |
Schedule of Revenue by Geograph
Schedule of Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues from External Customers and Long-Lived Assets | ||||
Revenue | $ 2,386,830 | $ 1,831,732 | $ 6,758,999 | $ 5,443,714 |
United States | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Revenue | 1,475,276 | 1,229,958 | 4,244,083 | 3,653,326 |
United Kingdom | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Revenue | 336,168 | 358,925 | 1,044,110 | 1,049,596 |
Other countries | ||||
Revenues from External Customers and Long-Lived Assets | ||||
Revenue | $ 575,386 | $ 242,849 | $ 1,470,806 | $ 740,792 |
Schedule of Tangible Long-Lived
Schedule of Tangible Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Revenues from External Customers and Long-Lived Assets | ||
Long-lived Assets | $ 1,023,707 | $ 696,567 |
United States | ||
Revenues from External Customers and Long-Lived Assets | ||
Long-lived Assets | 703,454 | 493,300 |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets | ||
Long-lived Assets | 150,625 | 138,546 |
Other countries | ||
Revenues from External Customers and Long-Lived Assets | ||
Long-lived Assets | $ 169,628 | $ 64,721 |
Schedule of Revenue by Product
Schedule of Revenue by Product Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue from External Customers | ||||
Revenue | $ 2,386,830 | $ 1,831,732 | $ 6,758,999 | $ 5,443,714 |
Aftermarket, other new and refurbished products | ||||
Revenue from External Customers | ||||
Revenue | 1,673,147 | 1,307,399 | 4,817,217 | 3,850,038 |
Recycled, remanufactured and related products and services | ||||
Revenue from External Customers | ||||
Revenue | 424,876 | 401,292 | 1,290,488 | 1,207,917 |
Other | ||||
Revenue from External Customers | ||||
Revenue | 111,507 | 123,041 | 333,362 | 385,759 |
Glass manufacturing products | ||||
Revenue from External Customers | ||||
Revenue | $ 177,300 | $ 0 | $ 317,932 | $ 0 |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets: | ||||
Cash and equivalents | $ 271,851 | $ 87,397 | $ 137,086 | $ 114,605 |
Receivables, net | 959,321 | 590,160 | ||
Intercompany receivables, net | 0 | 0 | ||
Inventories, net | 1,912,568 | 1,556,552 | ||
Prepaid expenses and other current assets | 151,801 | 106,603 | ||
Total Current Assets | 3,295,541 | 2,340,712 | ||
Property, Plant and Equipment, net | 1,023,707 | 696,567 | ||
Intangible Assets: | ||||
Goodwill | 3,117,150 | 2,319,246 | ||
Other intangibles, net | 619,246 | 215,117 | ||
Investment in Subsidiaries | 0 | 0 | ||
Intercompany Notes Receivable | 0 | 0 | ||
Other Assets | 148,308 | 76,195 | ||
Total Assets | 8,203,952 | 5,647,837 | ||
Current Liabilities: | ||||
Accounts payable | 682,719 | 415,588 | ||
Intercompany payables, net | 0 | 0 | ||
Accrued expenses: | ||||
Accrued payroll-related liabilities | 106,544 | 86,527 | ||
Other accrued expenses | 238,302 | 162,225 | ||
Other current liabilities | 46,814 | 31,596 | ||
Current portion of long-term obligations | 74,829 | 56,034 | ||
Total Current Liabilities | 1,149,208 | 751,970 | ||
Long-Term Obligations, Excluding Current Portion | 3,189,345 | 1,528,668 | ||
Intercompany Notes Payable | 0 | 0 | ||
Deferred Income Taxes | 226,682 | 127,239 | ||
Other Noncurrent Liabilities | 211,440 | 125,278 | ||
Stockholders’ Equity | 3,427,277 | 3,114,682 | ||
Total Liabilities and Stockholders’ Equity | 8,203,952 | 5,647,837 | ||
Consolidation, Eliminations | ||||
Current Assets: | ||||
Cash and equivalents | 0 | 0 | 0 | 0 |
Receivables, net | 0 | 0 | ||
Intercompany receivables, net | (27,979) | (13,547) | ||
Inventories, net | 0 | 0 | ||
Prepaid expenses and other current assets | 0 | 0 | ||
Total Current Assets | (27,979) | (13,547) | ||
Property, Plant and Equipment, net | 0 | 0 | ||
Intangible Assets: | ||||
Goodwill | 0 | 0 | ||
Other intangibles, net | 0 | 0 | ||
Investment in Subsidiaries | (5,356,955) | (3,742,121) | ||
Intercompany Notes Receivable | (1,930,358) | (692,481) | ||
Other Assets | (7,572) | (5,856) | ||
Total Assets | (7,322,864) | (4,454,005) | ||
Current Liabilities: | ||||
Accounts payable | 0 | 0 | ||
Intercompany payables, net | (27,979) | (13,547) | ||
Accrued expenses: | ||||
Accrued payroll-related liabilities | 0 | 0 | ||
Other accrued expenses | 0 | 0 | ||
Other current liabilities | 0 | 0 | ||
Current portion of long-term obligations | 0 | 0 | ||
Total Current Liabilities | (27,979) | (13,547) | ||
Long-Term Obligations, Excluding Current Portion | 0 | 0 | ||
Intercompany Notes Payable | (1,930,358) | (692,481) | ||
Deferred Income Taxes | (7,572) | (5,856) | ||
Other Noncurrent Liabilities | 0 | 0 | ||
Stockholders’ Equity | (5,356,955) | (3,742,121) | ||
Total Liabilities and Stockholders’ Equity | (7,322,864) | (4,454,005) | ||
Parent Company | ||||
Current Assets: | ||||
Cash and equivalents | 29,554 | 17,616 | 17,679 | 14,930 |
Receivables, net | 0 | 0 | ||
Intercompany receivables, net | 3,517 | 3 | ||
Inventories, net | 0 | 0 | ||
Prepaid expenses and other current assets | 17,502 | 15,254 | ||
Total Current Assets | 50,573 | 32,873 | ||
Property, Plant and Equipment, net | 274 | 339 | ||
Intangible Assets: | ||||
Goodwill | 0 | 0 | ||
Other intangibles, net | 0 | 0 | ||
Investment in Subsidiaries | 5,075,832 | 3,456,837 | ||
Intercompany Notes Receivable | 1,110,376 | 630,717 | ||
Other Assets | 41,580 | 35,649 | ||
Total Assets | 6,278,635 | 4,156,415 | ||
Current Liabilities: | ||||
Accounts payable | 1,246 | 681 | ||
Intercompany payables, net | 0 | 0 | ||
Accrued expenses: | ||||
Accrued payroll-related liabilities | 5,345 | 4,395 | ||
Other accrued expenses | 12,920 | 5,399 | ||
Other current liabilities | 284 | 284 | ||
Current portion of long-term obligations | 22,410 | 21,041 | ||
Total Current Liabilities | 42,205 | 31,800 | ||
Long-Term Obligations, Excluding Current Portion | 2,015,977 | 976,353 | ||
Intercompany Notes Payable | 750,000 | 0 | ||
Deferred Income Taxes | 0 | 0 | ||
Other Noncurrent Liabilities | 43,176 | 33,580 | ||
Stockholders’ Equity | 3,427,277 | 3,114,682 | ||
Total Liabilities and Stockholders’ Equity | 6,278,635 | 4,156,415 | ||
Guarantor Subsidiaries | ||||
Current Assets: | ||||
Cash and equivalents | 30,333 | 13,432 | 37,014 | 32,103 |
Receivables, net | 344,318 | 214,502 | ||
Intercompany receivables, net | 0 | 0 | ||
Inventories, net | 1,177,357 | 1,060,834 | ||
Prepaid expenses and other current assets | 57,061 | 44,810 | ||
Total Current Assets | 1,609,069 | 1,333,578 | ||
Property, Plant and Equipment, net | 697,601 | 494,658 | ||
Intangible Assets: | ||||
Goodwill | 1,866,011 | 1,640,745 | ||
Other intangibles, net | 157,305 | 141,537 | ||
Investment in Subsidiaries | 281,123 | 285,284 | ||
Intercompany Notes Receivable | 819,982 | 61,764 | ||
Other Assets | 81,946 | 28,184 | ||
Total Assets | 5,513,037 | 3,985,750 | ||
Current Liabilities: | ||||
Accounts payable | 311,090 | 229,519 | ||
Intercompany payables, net | 24,462 | 13,544 | ||
Accrued expenses: | ||||
Accrued payroll-related liabilities | 48,983 | 48,698 | ||
Other accrued expenses | 96,875 | 80,886 | ||
Other current liabilities | 17,546 | 15,953 | ||
Current portion of long-term obligations | 2,469 | 1,425 | ||
Total Current Liabilities | 501,425 | 390,025 | ||
Long-Term Obligations, Excluding Current Portion | 9,214 | 7,487 | ||
Intercompany Notes Payable | 1,094,324 | 615,488 | ||
Deferred Income Taxes | 112,552 | 113,905 | ||
Other Noncurrent Liabilities | 127,770 | 70,109 | ||
Stockholders’ Equity | 3,667,752 | 2,788,736 | ||
Total Liabilities and Stockholders’ Equity | 5,513,037 | 3,985,750 | ||
Non-Guarantor Subsidiaries | ||||
Current Assets: | ||||
Cash and equivalents | 211,964 | 56,349 | $ 82,393 | $ 67,572 |
Receivables, net | 615,003 | 375,658 | ||
Intercompany receivables, net | 24,462 | 13,544 | ||
Inventories, net | 735,211 | 495,718 | ||
Prepaid expenses and other current assets | 77,238 | 46,539 | ||
Total Current Assets | 1,663,878 | 987,808 | ||
Property, Plant and Equipment, net | 325,832 | 201,570 | ||
Intangible Assets: | ||||
Goodwill | 1,251,139 | 678,501 | ||
Other intangibles, net | 461,941 | 73,580 | ||
Investment in Subsidiaries | 0 | 0 | ||
Intercompany Notes Receivable | 0 | 0 | ||
Other Assets | 32,354 | 18,218 | ||
Total Assets | 3,735,144 | 1,959,677 | ||
Current Liabilities: | ||||
Accounts payable | 370,383 | 185,388 | ||
Intercompany payables, net | 3,517 | 3 | ||
Accrued expenses: | ||||
Accrued payroll-related liabilities | 52,216 | 33,434 | ||
Other accrued expenses | 128,507 | 75,940 | ||
Other current liabilities | 28,984 | 15,359 | ||
Current portion of long-term obligations | 49,950 | 33,568 | ||
Total Current Liabilities | 633,557 | 343,692 | ||
Long-Term Obligations, Excluding Current Portion | 1,164,154 | 544,828 | ||
Intercompany Notes Payable | 86,034 | 76,993 | ||
Deferred Income Taxes | 121,702 | 19,190 | ||
Other Noncurrent Liabilities | 40,494 | 21,589 | ||
Stockholders’ Equity | 1,689,203 | 953,385 | ||
Total Liabilities and Stockholders’ Equity | $ 3,735,144 | $ 1,959,677 |
Condensed Consolidating Stateme
Condensed Consolidating Statements of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||||||
Revenue | $ 2,386,830 | $ 1,831,732 | $ 6,758,999 | $ 5,443,714 | ||
Cost of goods sold | 1,503,418 | 1,118,953 | 4,193,203 | 3,307,512 | ||
Gross margin | 883,412 | 712,779 | 2,565,796 | 2,136,202 | ||
Facility and warehouse expenses | 183,048 | 143,918 | 519,323 | 412,954 | ||
Distribution expenses | 172,566 | 158,768 | 509,240 | 450,521 | ||
Selling, general and administrative expenses | 263,372 | 207,887 | 735,843 | 616,924 | ||
Restructuring and acquisition related expenses | 8,412 | 4,578 | 32,303 | 12,729 | ||
Depreciation and amortization | 53,016 | 30,883 | 137,233 | 90,118 | ||
Operating income | 202,998 | 166,745 | 631,854 | 552,956 | ||
Other expense (income): | ||||||
Interest expense, net | 27,059 | 14,722 | 68,032 | 44,250 | ||
Intercompany interest (income) expense, net | 0 | 0 | 0 | 0 | ||
Loss on debt extinguishment | 0 | 0 | 26,650 | 0 | ||
Change in fair value of contingent consideration liabilities | (57) | (89) | (176) | (365) | ||
Gains on foreign exchange contracts - acquisition related | 0 | (18,342) | ||||
Other expense (income), net | (3,279) | (2,928) | (4,829) | (912) | ||
Total other expense, net | 23,780 | 11,794 | 71,511 | 43,338 | ||
Income before provision for income taxes | 179,218 | 154,951 | 560,343 | 509,618 | ||
Provision for income taxes | 56,797 | 52,475 | 182,751 | 177,255 | ||
Equity in earnings of unconsolidated subsidiaries | 267 | (1,130) | 52 | (4,200) | ||
Income (Loss) from Subsidiaries, Net of Tax | 0 | 0 | 0 | 0 | ||
Net Income | 122,688 | $ 142,785 | $ 112,171 | 101,346 | 377,644 | 328,163 |
Consolidation, Eliminations | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Revenue | (71,827) | (27,434) | (138,326) | (93,588) | ||
Cost of goods sold | (71,827) | (27,434) | (138,326) | (93,588) | ||
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 | |||||
Gains on foreign exchange contracts - acquisition related | 0 | |||||
Other expense (income), 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 | (141,687) | (114,095) | (420,952) | (367,310) | ||
Net Income | (141,687) | (114,095) | (420,952) | (367,310) | ||
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 | 8,095 | 8,484 | 27,361 | 24,876 | ||
Restructuring and acquisition related expenses | 0 | 0 | 0 | 0 | ||
Depreciation and amortization | 32 | 38 | 101 | 117 | ||
Operating income | (8,127) | (8,522) | (27,462) | (24,993) | ||
Other expense (income): | ||||||
Interest expense, net | 18,122 | 12,049 | 48,043 | 36,604 | ||
Intercompany interest (income) expense, net | (8,796) | (10,146) | (21,828) | (31,347) | ||
Loss on debt extinguishment | 2,894 | |||||
Gains on foreign exchange contracts - acquisition related | (18,342) | |||||
Other expense (income), net | 17 | 8 | (61) | 35 | ||
Total other expense, net | 9,343 | 1,911 | 10,706 | 5,292 | ||
Income before provision for income taxes | (17,470) | (10,433) | (38,168) | (30,285) | ||
Provision for income taxes | (9,546) | (4,012) | (19,103) | (12,061) | ||
Equity in earnings of unconsolidated subsidiaries | 0 | 0 | (795) | 0 | ||
Income (Loss) from Subsidiaries, Net of Tax | 130,612 | 107,767 | 397,504 | 346,387 | ||
Net Income | 122,688 | 101,346 | 377,644 | 328,163 | ||
Guarantor Subsidiaries | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Revenue | 1,549,617 | 1,263,397 | 4,398,731 | 3,758,846 | ||
Cost of goods sold | 982,278 | 773,957 | 2,728,874 | 2,284,786 | ||
Gross margin | 567,339 | 489,440 | 1,669,857 | 1,474,060 | ||
Facility and warehouse expenses | 123,923 | 106,090 | 357,782 | 304,140 | ||
Distribution expenses | 120,049 | 105,519 | 342,524 | 304,264 | ||
Selling, general and administrative expenses | 138,131 | 124,678 | 397,287 | 366,298 | ||
Restructuring and acquisition related expenses | 7,266 | 3,754 | 18,384 | 10,999 | ||
Depreciation and amortization | 24,885 | 21,133 | 68,890 | 60,897 | ||
Operating income | 153,085 | 128,266 | 484,990 | 427,462 | ||
Other expense (income): | ||||||
Interest expense, net | 610 | 460 | 444 | 331 | ||
Intercompany interest (income) expense, net | 5,030 | 7,183 | 13,996 | 21,498 | ||
Loss on debt extinguishment | 0 | |||||
Gains on foreign exchange contracts - acquisition related | 0 | |||||
Other expense (income), net | (4,132) | (2,441) | (7,216) | (5,282) | ||
Total other expense, net | 1,508 | 5,202 | 7,224 | 16,547 | ||
Income before provision for income taxes | 151,577 | 123,064 | 477,766 | 410,915 | ||
Provision for income taxes | 57,012 | 48,089 | 177,585 | 163,361 | ||
Equity in earnings of unconsolidated subsidiaries | 251 | 17 | 603 | 47 | ||
Income (Loss) from Subsidiaries, Net of Tax | 11,075 | 6,328 | 23,448 | 20,923 | ||
Net Income | 105,891 | 81,320 | 324,232 | 268,524 | ||
Non-Guarantor Subsidiaries | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Revenue | 909,040 | 595,769 | 2,498,594 | 1,778,456 | ||
Cost of goods sold | 592,967 | 372,430 | 1,602,655 | 1,116,314 | ||
Gross margin | 316,073 | 223,339 | 895,939 | 662,142 | ||
Facility and warehouse expenses | 59,125 | 37,828 | 161,541 | 108,814 | ||
Distribution expenses | 52,517 | 53,249 | 166,716 | 146,257 | ||
Selling, general and administrative expenses | 117,146 | 74,725 | 311,195 | 225,750 | ||
Restructuring and acquisition related expenses | 1,146 | 824 | 13,919 | 1,730 | ||
Depreciation and amortization | 28,099 | 9,712 | 68,242 | 29,104 | ||
Operating income | 58,040 | 47,001 | 174,326 | 150,487 | ||
Other expense (income): | ||||||
Interest expense, net | 8,327 | 2,213 | 19,545 | 7,315 | ||
Intercompany interest (income) expense, net | 3,766 | 2,963 | 7,832 | 9,849 | ||
Loss on debt extinguishment | 23,756 | |||||
Gains on foreign exchange contracts - acquisition related | 0 | |||||
Other expense (income), net | 836 | (495) | 2,448 | 4,335 | ||
Total other expense, net | 12,929 | 4,681 | 53,581 | 21,499 | ||
Income before provision for income taxes | 45,111 | 42,320 | 120,745 | 128,988 | ||
Provision for income taxes | 9,331 | 8,398 | 24,269 | 25,955 | ||
Equity in earnings of unconsolidated subsidiaries | 16 | (1,147) | 244 | (4,247) | ||
Income (Loss) from Subsidiaries, Net of Tax | 0 | 0 | 0 | 0 | ||
Net Income | $ 35,796 | $ 32,775 | $ 96,720 | $ 98,786 |
Condensed Consolidating State75
Condensed Consolidating Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||||||
Net Income | $ 122,688 | $ 142,785 | $ 112,171 | $ 101,346 | $ 377,644 | $ 328,163 |
Other comprehensive income (loss), net of tax: | ||||||
Foreign currency translation | (12,317) | (33,458) | (85,434) | (43,758) | ||
Net change in unrecognized gains/losses on derivative instruments, net of tax | 3,059 | 612 | (123) | 1,813 | ||
Net change in unrealized gains/losses on pension plan, net of tax | 94 | (25) | 361 | 82 | ||
Total other comprehensive (loss) income | (9,164) | (32,871) | (85,196) | (41,863) | ||
Total comprehensive income | 113,524 | 68,475 | 292,448 | 286,300 | ||
Consolidation, Eliminations | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Net Income | (141,687) | (114,095) | (420,952) | (367,310) | ||
Other comprehensive income (loss), net of tax: | ||||||
Foreign currency translation | 20,822 | 43,532 | 115,662 | 53,353 | ||
Net change in unrecognized gains/losses on derivative instruments, net of tax | (488) | (14) | (683) | (143) | ||
Net change in unrealized gains/losses on pension plan, net of tax | (94) | 25 | (361) | (82) | ||
Total other comprehensive (loss) income | 20,240 | 43,543 | 114,618 | 53,128 | ||
Total comprehensive income | (121,447) | (70,552) | (306,334) | (314,182) | ||
Parent Company | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Net Income | 122,688 | 101,346 | 377,644 | 328,163 | ||
Other comprehensive income (loss), net of tax: | ||||||
Foreign currency translation | (12,317) | (33,458) | (85,434) | (43,758) | ||
Net change in unrecognized gains/losses on derivative instruments, net of tax | 3,059 | 612 | (123) | 1,813 | ||
Net change in unrealized gains/losses on pension plan, net of tax | 94 | (25) | 361 | 82 | ||
Total other comprehensive (loss) income | (9,164) | (32,871) | (85,196) | (41,863) | ||
Total comprehensive income | 113,524 | 68,475 | 292,448 | 286,300 | ||
Guarantor Subsidiaries | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Net Income | 105,891 | 81,320 | 324,232 | 268,524 | ||
Other comprehensive income (loss), net of tax: | ||||||
Foreign currency translation | (9,372) | (11,459) | (27,343) | (12,697) | ||
Net change in unrecognized gains/losses on derivative instruments, net of tax | 170 | 0 | 170 | 0 | ||
Net change in unrealized gains/losses on pension plan, net of tax | 0 | 0 | 0 | 0 | ||
Total other comprehensive (loss) income | (9,202) | (11,459) | (27,173) | (12,697) | ||
Total comprehensive income | 96,689 | 69,861 | 297,059 | 255,827 | ||
Non-Guarantor Subsidiaries | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Net Income | 35,796 | 32,775 | 96,720 | 98,786 | ||
Other comprehensive income (loss), net of tax: | ||||||
Foreign currency translation | (11,450) | (32,073) | (88,319) | (40,656) | ||
Net change in unrecognized gains/losses on derivative instruments, net of tax | 318 | 14 | 513 | 143 | ||
Net change in unrealized gains/losses on pension plan, net of tax | 94 | (25) | 361 | 82 | ||
Total other comprehensive (loss) income | (11,038) | (32,084) | (87,445) | (40,431) | ||
Total comprehensive income | $ 24,758 | $ 691 | $ 9,275 | $ 58,355 |
Condensed Consolidating State76
Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net cash provided by operating activities | $ 524,151 | $ 504,995 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchases of property, plant and equipment | $ (50,427) | $ (32,810) | (152,746) | (99,573) | |
Investment and intercompany note activity with subsidiaries | 0 | 0 | |||
Acquisitions, net of cash acquired | (1,301,127) | (157,357) | |||
Proceeds from foreign exchange contracts | 18,342 | 0 | |||
Other investing activities, net | 10,841 | 3,174 | |||
Net cash used in investing activities | (1,424,690) | (253,756) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from exercise of stock options | 7,525 | 7,534 | |||
Taxes paid related to net share settlements of stock-based compensation awards | (4,440) | (7,423) | |||
Debt issuance costs | (16,404) | 0 | |||
Proceeds from issuance of euro notes | 563,450 | 0 | |||
Borrowings under revolving credit facilities | 1,961,702 | 282,421 | |||
Repayments under revolving credit facilities | (1,239,234) | (433,840) | |||
Borrowings under term loans | 338,478 | 0 | |||
Repayments under term loans | (9,461) | (16,875) | |||
Borrowings under receivables securitization facility | 100,480 | 3,858 | |||
Repayments under receivables securitization facility | (66,500) | (8,958) | |||
Repayments of other long-term debt, net | 2,362 | 50,843 | |||
Payments of other obligations | 1,405 | 2,491 | |||
Repayment of Rhiag Debt and Related payments | (543,347) | 0 | |||
Investment and intercompany note activity with parent | 0 | 0 | |||
Dividends | 0 | 0 | |||
Net cash provided by (used in) financing activities | 1,088,482 | (226,617) | |||
Effect of exchange rate changes on cash and equivalents | (3,489) | (2,141) | |||
Net (decrease) increase in cash and equivalents | 184,454 | 22,481 | |||
Cash and equivalents, beginning of period | 87,397 | 114,605 | $ 114,605 | ||
Cash and equivalents, end of period | 271,851 | 137,086 | 271,851 | 137,086 | 87,397 |
Consolidation, Eliminations | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net cash provided by operating activities | (240,131) | (219,091) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchases of property, plant and equipment | 0 | 0 | |||
Investment and intercompany note activity with subsidiaries | 1,285,939 | 66,644 | |||
Acquisitions, net of cash acquired | 0 | 0 | |||
Proceeds from foreign exchange contracts | 0 | ||||
Other investing activities, net | 0 | 0 | |||
Net cash used in investing activities | 1,285,939 | 66,644 | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from exercise of stock options | 0 | 0 | |||
Taxes paid related to net share settlements of stock-based compensation awards | 0 | 0 | |||
Debt issuance costs | 0 | ||||
Proceeds from issuance of euro notes | 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 | 0 | |||
Repayments of other long-term debt, net | 0 | 0 | |||
Payments of other obligations | 0 | 0 | |||
Repayment of Rhiag Debt and Related payments | 0 | ||||
Investment and intercompany note activity with parent | 1,285,939 | 66,644 | |||
Dividends | 240,131 | 219,091 | |||
Net cash provided by (used in) financing activities | (1,045,808) | 152,447 | |||
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 |
Parent Company | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net cash provided by operating activities | 240,495 | 257,660 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchases of property, plant and equipment | (36) | (3) | |||
Investment and intercompany note activity with subsidiaries | (1,285,939) | (66,644) | |||
Acquisitions, net of cash acquired | 0 | 0 | |||
Proceeds from foreign exchange contracts | 18,342 | ||||
Other investing activities, net | 0 | 0 | |||
Net cash used in investing activities | (1,267,633) | (66,647) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from exercise of stock options | 7,525 | 7,534 | |||
Taxes paid related to net share settlements of stock-based compensation awards | (4,440) | (7,423) | |||
Debt issuance costs | (7,079) | ||||
Proceeds from issuance of euro notes | 0 | ||||
Borrowings under revolving credit facilities | 1,304,000 | 207,000 | |||
Repayments under revolving credit facilities | (344,000) | (347,000) | |||
Borrowings under term loans | 89,317 | ||||
Repayments under term loans | (6,247) | (16,875) | |||
Borrowings under receivables securitization facility | 0 | 0 | |||
Repayments under receivables securitization facility | 0 | 0 | |||
Repayments of other long-term debt, net | 0 | 31,500 | |||
Payments of other obligations | 0 | 0 | |||
Repayment of Rhiag Debt and Related payments | 0 | ||||
Investment and intercompany note activity with parent | 0 | 0 | |||
Dividends | 0 | 0 | |||
Net cash provided by (used in) financing activities | 1,039,076 | (188,264) | |||
Effect of exchange rate changes on cash and equivalents | 0 | 0 | |||
Net (decrease) increase in cash and equivalents | 11,938 | 2,749 | |||
Cash and equivalents, beginning of period | 17,616 | 14,930 | 14,930 | ||
Cash and equivalents, end of period | 29,554 | 17,679 | 29,554 | 17,679 | 17,616 |
Guarantor Subsidiaries | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net cash provided by operating activities | 404,164 | 329,740 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchases of property, plant and equipment | (89,917) | (49,023) | |||
Investment and intercompany note activity with subsidiaries | 0 | 0 | |||
Acquisitions, net of cash acquired | (666,052) | (120,766) | |||
Proceeds from foreign exchange contracts | 0 | ||||
Other investing activities, net | (452) | 8,832 | |||
Net cash used in investing activities | (756,421) | (160,957) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from exercise of stock options | 0 | 0 | |||
Taxes paid related to net share settlements of stock-based compensation awards | 0 | 0 | |||
Debt issuance costs | 0 | ||||
Proceeds from issuance of euro notes | 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 | 0 | |||
Repayments of other long-term debt, net | 2,270 | 5,962 | |||
Payments of other obligations | 1,405 | 1,596 | |||
Repayment of Rhiag Debt and Related payments | 0 | ||||
Investment and intercompany note activity with parent | (612,961) | (62,540) | |||
Dividends | (240,131) | (219,091) | |||
Net cash provided by (used in) financing activities | 369,155 | (164,109) | |||
Effect of exchange rate changes on cash and equivalents | 3 | 237 | |||
Net (decrease) increase in cash and equivalents | 16,901 | 4,911 | |||
Cash and equivalents, beginning of period | 13,432 | 32,103 | 32,103 | ||
Cash and equivalents, end of period | 30,333 | 37,014 | 30,333 | 37,014 | 13,432 |
Non-Guarantor Subsidiaries | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net cash provided by operating activities | 119,623 | 136,686 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchases of property, plant and equipment | (62,793) | (50,547) | |||
Investment and intercompany note activity with subsidiaries | 0 | 0 | |||
Acquisitions, net of cash acquired | (635,075) | (36,591) | |||
Proceeds from foreign exchange contracts | 0 | ||||
Other investing activities, net | 11,293 | (5,658) | |||
Net cash used in investing activities | (686,575) | (92,796) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from exercise of stock options | 0 | 0 | |||
Taxes paid related to net share settlements of stock-based compensation awards | 0 | 0 | |||
Debt issuance costs | (9,325) | ||||
Proceeds from issuance of euro notes | 563,450 | ||||
Borrowings under revolving credit facilities | 657,702 | 75,421 | |||
Repayments under revolving credit facilities | (895,234) | (86,840) | |||
Borrowings under term loans | 249,161 | ||||
Repayments under term loans | (3,214) | 0 | |||
Borrowings under receivables securitization facility | 100,480 | 3,858 | |||
Repayments under receivables securitization facility | (66,500) | (8,958) | |||
Repayments of other long-term debt, net | 92 | 13,381 | |||
Payments of other obligations | 0 | 895 | |||
Repayment of Rhiag Debt and Related payments | (543,347) | ||||
Investment and intercompany note activity with parent | (672,978) | (4,104) | |||
Dividends | 0 | 0 | |||
Net cash provided by (used in) financing activities | 726,059 | (26,691) | |||
Effect of exchange rate changes on cash and equivalents | (3,492) | (2,378) | |||
Net (decrease) increase in cash and equivalents | 155,615 | 14,821 | |||
Cash and equivalents, beginning of period | 56,349 | 67,572 | 67,572 | ||
Cash and equivalents, end of period | $ 211,964 | $ 82,393 | $ 211,964 | $ 82,393 | $ 56,349 |