Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 17, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | LKQ | ||
Entity Registrant Name | LKQ CORP | ||
Entity Central Index Key | 1,065,696 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 308,000,350 | ||
Entity Public Float | $ 9.6 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Income Statement [Abstract] | ||||
Revenue | $ 8,584,031 | $ 7,192,633 | $ 6,740,064 | |
Cost of goods sold | 5,232,328 | 4,359,104 | 4,088,151 | |
Gross margin | 3,351,703 | 2,833,529 | 2,651,913 | |
Facility and warehouse expenses | 688,918 | 556,041 | 526,291 | |
Distribution expenses | 683,812 | 602,897 | 577,341 | |
Selling, general and administrative expenses | 986,380 | 828,333 | 762,888 | |
Restructuring and acquisition related expenses | (37,762) | (19,511) | (14,806) | |
Depreciation and amortization | 191,433 | 122,120 | 120,719 | |
Operating income | 763,398 | 704,627 | 649,868 | |
Other expense (income): | ||||
Interest expense | (88,263) | (57,860) | (64,542) | |
Loss on debt extinguishment | 26,650 | 0 | 324 | |
Gain on foreign exchange contracts - acquisition related | (18,342) | 0 | 0 | |
Gain on bargain purchase | (8,207) | 0 | 0 | |
Interest and other income, net | (2,247) | (2,263) | (2,886) | |
Total other expense, net | 86,117 | 55,597 | 61,980 | |
Provision for income taxes | 220,566 | 219,703 | 204,264 | |
Equity in earnings of unconsolidated subsidiaries | (592) | (6,104) | (2,105) | |
Income from continuing operations | 456,123 | 423,223 | 381,519 | |
Income from continuing operations before provision for income taxes | 677,281 | 649,030 | 587,888 | |
Income from discontinued operations, net of tax | 7,852 | 0 | 0 | |
Net income | $ 463,975 | $ 423,223 | $ 381,519 | |
Basic earnings per share: | ||||
Income from continuing operations | $ 1.49 | $ 1.39 | $ 1.26 | |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share | 0.03 | 0 | 0 | |
Earnings Per Share, Basic | [1] | 1.51 | 1.39 | 1.26 |
Income from discontinued operations | 1.47 | 1.38 | 1.25 | |
Diluted earnings per share: | ||||
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share | 0.03 | 0 | 0 | |
Diluted Earnings Per Share | [1] | $ 1.50 | $ 1.38 | $ 1.25 |
[1] | (1) The sum of the individual earnings per share amounts may not equal the total due to rounding |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||||||||||
Net income | $ 86,331 | $ 122,688 | $ 142,785 | $ 112,171 | $ 95,060 | $ 101,346 | $ 119,722 | $ 107,095 | $ 463,975 | $ 423,223 | $ 381,519 |
Income from continuing operations | $ 96,298 | $ 109,844 | $ 137,810 | $ 112,171 | 456,123 | 423,223 | 381,519 | ||||
Other comprehensive (loss) income: | |||||||||||
Foreign currency translation | (175,639) | (69,817) | (51,979) | ||||||||
Net change in unrecognized gains/losses on derivative instruments, net of tax | 9,023 | 2,469 | 2,195 | ||||||||
Net change in unrealized gains/losses on pension plans, net of tax | 4,911 | 2,103 | (10,452) | ||||||||
Total other comprehensive loss | (161,705) | (65,245) | (60,236) | ||||||||
Total comprehensive income | $ 302,270 | $ 357,978 | $ 321,283 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and equivalents | $ 227,400 | $ 87,397 |
Receivables, net | 860,549 | 590,160 |
Inventories | 1,935,237 | 1,556,552 |
Prepaid expenses and other current assets | 87,768 | 106,603 |
Assets of discontinued operations | 456,640 | |
Total Current Assets | 3,567,594 | 2,340,712 |
Property and Equipment, net | 811,576 | 696,567 |
Intangible Assets: | ||
Goodwill | 3,054,769 | 2,319,246 |
Other intangibles, net | 584,231 | 215,117 |
Equity Method Investments | 183,467 | 2,755 |
Other Assets | 101,562 | 73,440 |
Total Assets | 8,303,199 | 5,647,837 |
Current Liabilities: | ||
Accounts payable | 633,773 | 415,588 |
Accrued expenses: | ||
Accrued payroll-related liabilities | 118,755 | 86,527 |
Self-insurance reserves | 39,548 | 37,759 |
Other accrued expenses | 169,553 | 124,466 |
Other current liabilities | 37,943 | 31,596 |
Current portion of long-term obligations | 66,109 | 56,034 |
Liabilities of discontinued operations | 145,104 | |
Total Current Liabilities | 1,210,785 | 751,970 |
Long-Term Obligations, Excluding Current Portion | 3,275,662 | 1,528,668 |
Deferred Income Taxes | 199,657 | 127,239 |
Other Noncurrent Liabilities | 174,146 | 125,278 |
Commitments and Contingencies | ||
Stockholders’ Equity: | ||
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 307,544,759 and 305,574,384 shares issued and outstanding at December 31, 2016 and 2015, respectively | 3,075 | 3,055 |
Additional paid-in capital | 1,116,690 | 1,090,713 |
Retained earnings | 2,590,359 | 2,126,384 |
Accumulated other comprehensive loss | (267,175) | (105,470) |
Total Stockholders' Equity | 3,442,949 | 3,114,682 |
Total Liabilities and Stockholders’ Equity | $ 8,303,199 | $ 5,647,837 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 307,544,759 | 305,574,384 |
Common stock, shares outstanding | 307,544,759 | 305,574,384 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | $ 463,975 | $ 423,223 | $ 381,519 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 198,334 | 128,192 | 125,437 |
Stock-based compensation expense | 22,345 | 21,336 | 22,021 |
Loss on debt extinguishment | 26,650 | 0 | 324 |
Impairment on net assets of discontinued operations | 26,677 | ||
Gain on foreign exchange contracts - acquisition related | (18,342) | 0 | 0 |
Gain on bargain purchase | (8,207) | 0 | 0 |
Deferred income taxes | (11,646) | 22,388 | 6,242 |
Changes in operating assets and liabilities, net of effects from acquisitions: | |||
Net cash provided by operating activities | 635,014 | 544,282 | 388,711 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (207,074) | (170,490) | (140,950) |
Acquisitions, net of cash acquired | (1,349,339) | (160,517) | (775,921) |
Proceeds from foreign exchange contracts | 18,342 | ||
Other investing activities, net | 171,857 | (1,014) | 4,123 |
Net cash used in investing activities | (1,709,928) | (329,993) | (920,994) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from exercise of stock options | 7,963 | 8,168 | 9,324 |
Taxes paid related to net share settlements of stock-based compensation awards | (4,438) | (7,581) | (443) |
Debt issuance costs | (16,554) | (97) | (3,750) |
Proceeds from issuance of Euro notes | 563,450 | ||
Borrowings under revolving credit facilities | 2,636,596 | 313,142 | 1,587,644 |
Repayments under revolving credit facilities | (1,748,664) | (445,282) | (1,098,518) |
Borrowings under term loans | 582,115 | 11,250 | |
Repayments under term loans | (255,792) | (22,500) | (16,875) |
Borrowings under receivables securitization facility | 106,400 | 3,858 | 95,050 |
Repayments under receivables securitization facility | (69,400) | (35,758) | (150) |
Repayments of other debt, net | (31,156) | (29,696) | (40,051) |
Repayment of Rhiag Debt and Related payments | (543,347) | ||
Payments of other obligations | (1,436) | (22,791) | (41,992) |
Proceeds from (Payments for) Other Financing Activities | (300) | ||
Net cash provided by (used in) financing activities | 1,225,737 | (238,537) | 501,189 |
Effect of exchange rate changes on cash and equivalents | (3,704) | (2,960) | (4,789) |
Net increase (decrease) in cash and equivalents | 147,119 | (27,208) | (35,883) |
Cash and equivalents, beginning of period | 87,397 | 114,605 | 150,488 |
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | (7,116) | 0 | 0 |
Cash and equivalents of continuing and discontinued operations, end of period | 227,400 | 87,397 | 114,605 |
Continuing and Discontinued Operations [Member] | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 206,086 | 128,192 | 125,437 |
Stock-based compensation expense | 22,472 | 21,336 | 22,021 |
Loss on debt extinguishment | 26,650 | 0 | 324 |
Impairment on net assets of discontinued operations | (26,677) | ||
Gain on foreign exchange contracts - acquisition related | (18,342) | ||
Gain on bargain purchase | (8,207) | ||
Deferred income taxes | (16,162) | 22,388 | 6,242 |
Other | 19,550 | 7,348 | 6,269 |
Changes in operating assets and liabilities, net of effects from acquisitions: | |||
Receivables, net | (50,801) | 14,704 | (61,739) |
Inventories | (64,114) | (83,188) | (122,590) |
Prepaid income taxes/income taxes payable | 14,944 | 17,474 | 18,428 |
Accounts payable | 18,577 | (4,222) | (5,474) |
Other operating assets and liabilities | (6,291) | (2,973) | 18,274 |
Net cash provided by operating activities | 635,014 | 544,282 | 388,711 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (207,074) | (170,490) | (140,950) |
Acquisitions, net of cash acquired | (1,349,339) | (160,517) | (775,921) |
Investments in unconsolidated subsidiaries | 185,671 | 9,682 | 2,240 |
Proceeds from foreign exchange contracts | 18,342 | ||
Other investing activities, net | (13,814) | (10,696) | 1,883 |
Net cash used in investing activities | (1,709,928) | (329,993) | (920,994) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from exercise of stock options | 7,963 | 8,168 | 9,324 |
Taxes paid related to net share settlements of stock-based compensation awards | (4,438) | (7,581) | (443) |
Debt issuance costs | (16,554) | (97) | (3,750) |
Proceeds from issuance of Euro notes | 563,450 | 0 | 0 |
Borrowings under revolving credit facilities | 2,636,596 | 313,142 | 1,587,644 |
Repayments under revolving credit facilities | (1,748,664) | (445,282) | (1,098,518) |
Borrowings under term loans | 582,115 | 0 | 11,250 |
Repayments under term loans | (255,792) | (22,500) | (16,875) |
Borrowings under receivables securitization facility | 106,400 | 3,858 | 95,050 |
Repayments under receivables securitization facility | (69,400) | (35,758) | (150) |
Repayments of other debt, net | (31,156) | (29,696) | (40,051) |
Repayment of Rhiag Debt and Related payments | (543,347) | ||
Payments of other obligations | (1,436) | (22,791) | (41,992) |
Proceeds from (Payments for) Other Financing Activities | 0 | 0 | (300) |
Net cash provided by (used in) financing activities | 1,225,737 | (238,537) | 501,189 |
Effect of exchange rate changes on cash and equivalents | (3,704) | (2,960) | (4,789) |
Net increase (decrease) in cash and equivalents | 147,119 | (27,208) | (35,883) |
Cash and equivalents, beginning of period | 87,397 | 114,605 | 150,488 |
Cash and equivalents of continuing and discontinued operations, end of period | 234,516 | 87,397 | 114,605 |
Supplemental disclosure of cash paid for: | |||
Income taxes, net of refunds | 230,036 | 180,126 | 176,955 |
Interest | 86,021 | 54,917 | 59,678 |
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 | 568,032 | 28,348 | 96,258 |
Contingent consideration liabilities | 0 | 0 | 5,854 |
Non-cash property and equipment additions | $ 10,715 | $ 8,846 | $ 2,293 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance, shares at Dec. 31, 2013 | 300,805,000 | ||||
Beginning Balance at Dec. 31, 2013 | $ 2,350,745 | $ 3,008 | $ 1,006,084 | $ 1,321,642 | $ 20,011 |
Net income | 381,519 | 0 | 0 | 381,519 | 0 |
Total other comprehensive loss | (60,236) | $ 0 | 0 | 0 | (60,236) |
Restricted stock units vested, shares | 975,000 | ||||
Restricted stock units vested, value | 0 | $ 10 | (10) | 0 | 0 |
Stock-based compensation expense | 22,021 | $ 0 | 22,021 | 0 | 0 |
Stock options exercised, shares | 1,688,000 | ||||
Exercise of stock options, value | 9,324 | $ 17 | 9,307 | 0 | 0 |
Tax withholdings related to net share settlements of stock-based compensation awards, shares | (15,000) | ||||
Tax withholdings related to net share settlements of stock-based compensation awards, value | (443) | $ 0 | (443) | ||
Excess tax benefit from stock-based payments | 17,727 | $ 0 | 17,727 | 0 | 0 |
Ending Balance, shares at Dec. 31, 2014 | 303,453,000 | ||||
Ending Balance at Dec. 31, 2014 | 2,720,657 | $ 3,035 | 1,054,686 | 1,703,161 | (40,225) |
Net income | 423,223 | 0 | 0 | 423,223 | 0 |
Total other comprehensive loss | (65,245) | $ 0 | 0 | 0 | (65,245) |
Restricted stock units vested, shares | 840,000 | ||||
Restricted stock units vested, net of shares withheld for employee tax | (4,341) | $ 8 | (4,349) | 0 | 0 |
Stock-based compensation expense | 21,336 | $ 0 | 21,336 | 0 | 0 |
Stock options exercised, shares | 1,425,000 | ||||
Exercise of stock options, value | 8,863 | $ 14 | 8,849 | 0 | 0 |
Tax withholdings related to net share settlements of stock-based compensation awards, shares | (144,000) | ||||
Tax withholdings related to net share settlements of stock-based compensation awards, value | (3,936) | $ (2) | (3,934) | ||
Excess tax benefit from stock-based payments | 14,125 | $ 0 | 14,125 | 0 | 0 |
Ending Balance, shares at Dec. 31, 2015 | 305,574,000 | ||||
Ending Balance at Dec. 31, 2015 | 3,114,682 | $ 3,055 | 1,090,713 | 2,126,384 | (105,470) |
Net income | 463,975 | 0 | 0 | 463,975 | 0 |
Total other comprehensive loss | (161,705) | $ 0 | 0 | 0 | (161,705) |
Restricted stock units vested, shares | 847,000 | ||||
Restricted stock units vested, net of shares withheld for employee tax | (4,438) | $ 9 | (4,447) | 0 | 0 |
Stock-based compensation expense | $ 22,472 | $ 0 | 22,472 | 0 | 0 |
Stock options exercised, shares | 1,124,317 | 1,124,000 | |||
Exercise of stock options, value | $ 7,963 | $ 11 | 7,952 | 0 | 0 |
Ending Balance, shares at Dec. 31, 2016 | 307,545,000 | ||||
Ending Balance at Dec. 31, 2016 | $ 3,442,949 | $ 3,075 | $ 1,116,690 | $ 2,590,359 | $ (267,175) |
Business (Notes)
Business (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | Business The 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 are the nation’s largest provider of alternative vehicle collision replacement products and a leading provider of alternative vehicle mechanical replacement products, with our sales, processing, and distribution facilities reaching most major markets in the United States and Canada. We are also a leading provider of alternative vehicle replacement and maintenance products in the United Kingdom, the Benelux region of continental Europe, Italy and Eastern Europe. In addition to our wholesale operations, we operate self service retail facilities across the U.S. that sell recycled automotive products from end of life vehicles. In total, we operate more than 1,300 facilities. |
Business Combinations (Notes)
Business Combinations (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations On March 18, 2016, LKQ acquired 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. 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 paid (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. Related to the funding of 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 year ended December 31, 2016. The gain on the foreign currency forwards was recorded in Gains on foreign exchange contracts - acquisition related on our consolidated statement of income for the year ended December 31, 2016 . We recorded $585.4 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 December 31, 2016 , Rhiag, which is reported in our Europe reportable segment, generated revenue of $854.2 million and operating income of $25.5 million , which included $10.9 million of acquisition related costs. On April 21, 2016, LKQ acquired PGW. At acquisition, PGW’s business comprised 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 $205.1 million of goodwill related to our acquisition of PGW, of which we expect $104.0 million to be deductible for income tax purposes. In the period between the acquisition date and December 31, 2016 , PGW generated revenue of $706.8 million and operating income of $10.7 million , which included $2.1 million of acquisition related costs. Of these amounts, $498.2 million of revenue, net of intercompany sales to PGW's aftermarket business, and $25.1 million of o perating income relate to the portion of the automotive glass manufacturing business classified as discontinued operations as of December 31, 2016. Refer to Note 3, "Discontinued Operations " for further information. The $14.3 million operating loss generated in 2016 by the aftermarket portion of our PGW operations primarily relates to incremental costs related to shared corporate expenses that are not expected to reoccur after the sale of the glass manufacturing business closes, a non-recurring inventory step-up adjustment recorded upon acquisition, and higher cost products sourced from the glass manufacturing side of the business, which reduced our gross margin. On October 4, 2016, we acquired substantially all of the business assets of Andrew Page out of receivership. Andrew Page 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. Total acquisition date fair value of the consideration for our Andrew Page acquisition was £16.4 million ( $20.9 million ). In connection with the acquisition, we recorded a gain on bargain purchase of $8.2 million , which is recorded on a separate line in our consolidated statement of income for the year ended December 31, 2016 . We believe that we were able to acquire the net assets of Andrew Page for less than fair value as a result of (i) Andrew Page's financial difficulties which put the company into receivership prior to our acquisition and (ii) a motivated seller that desired to complete the sale in an expedient manner to ensure continuity of the business. We continue to evaluate the purchase price allocation, including the opening value of inventory, fixed assets, intangible assets, accrued liabilities, and deferred taxes, which may require us to adjust the recorded gain. In the period between the acquisition date and December 31, 2016 , Andrew Page generated revenue of $38.9 million and an operating loss of $6.5 million . In addition to our acquisitions of Rhiag, PGW and Andrew Page, we acquired 7 wholesale businesses in Europe and 5 wholesale businesses in North America during the year ended December 31, 2016 . We typically fund our acquisitions using borrowings under our credit facilities or other financing arrangements. Total acquisition date fair value of the consideration for these acquisitions was $76.1 million , composed of $67.8 million of cash paid (net of cash acquired), $4.1 million of notes payable and $4.2 million of other purchase price obligations. During the year ended December 31, 2016, we recorded $52.3 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 December 31, 2016 , these acquisitions generated revenue of $35.4 million and operating income of $1.5 million . During the year ended December 31, 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 Parts Channel, an aftermarket collision parts distributor. We also acquired Coast, a specialty aftermarket business that distributes replacement parts, supplies and accessories in North America for the RV 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, and were acquired with the objective of expanding our distribution network in the Netherlands. Our other acquisitions completed during the year ended December 31, 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. In the period between the acquisition dates and December 31, 2015 , these acquisitions generated revenue of $159.6 million and net income of $4.5 million . On January 3, 2014, we completed our acquisition of Keystone Specialty, which is a leading distributor and marketer of specialty vehicle aftermarket equipment and accessories in North America. This acquisition enabled us to expand into new product lines and enter new markets. Total acquisition date fair value of the consideration for our Keystone Specialty acquisition was $471.9 million , composed of $427.1 million of cash (net of cash acquired), $31.5 million of notes payable and $13.4 million of other purchase price obligations (non-interest bearing). We recorded $237.7 million of goodwill related to our acquisition of Keystone Specialty, which we do not expect to be deductible for income tax purposes. In addition to our acquisition of Keystone Specialty, we made 22 acquisitions during 2014, including 9 wholesale businesses in North America, 9 wholesale businesses in Europe, 2 self service retail operations, and 2 specialty vehicle aftermarket businesses. Our European acquisitions included 7 aftermarket parts distribution businesses in the Netherlands, 5 of which were customers of and distributors for our Netherlands subsidiary, Sator. Our European acquisitions were completed with the objective of aligning our Netherlands and U.K. distribution models; our other acquisitions completed during the year ended December 31, 2014 enabled us to expand in existing markets, introduce new product lines, and enter new markets. Total acquisition date fair value of the consideration for these additional acquisitions was $359.1 million , composed of $334.3 million of cash (net of cash acquired), $13.5 million of notes payable, $0.3 million of other purchase price obligations (non-interest bearing), $5.9 million for the estimated value of contingent payments to former owners (with maximum potential payments totaling $8.3 million ), and $5.1 million of pre-existing balances between us and the acquired entities considered to be effectively settled as a result of the acquisitions. During the year ended December 31, 2014, we recorded $178.0 million of goodwill related to these acquisitions and immaterial adjustments to preliminary purchase price allocations related to certain of our 2013 acquisitions. We expect $44.2 million of the $178.0 million of goodwill recorded to be deductible for income tax purposes. Our acquisitions are accounted for under the purchase method of accounting and are included in our 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 certain of our 2016 acquisitions 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 December 31, 2016 , we recorded adjustments based on our valuation procedures for our acquisition of Rhiag that resulted in the allocation of $154.3 million of goodwill to acquired assets, primarily intangible assets and property, plant and equipment. Additionally, from the date of our preliminary allocation for PGW in the second quarter of 2016 through December 31, 2016, we recorded adjustments based on our valuation procedures that resulted in a $21.1 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 increase in the value allocated to deferred taxes. The income statement impact of these measurement period adjustments for PGW that would have been recorded in previous periods if the adjustment had been recognized as of the acquisition date was $4.8 million , of which $4.0 million was related to discontinued operations. The income statement effect of the Rhiag 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 purchase price allocations for the acquisitions completed during 2016 and 2015 are as follows (in thousands): Year Ended Year Ended December 31, 2016 December 31, 2015 Rhiag PGW (1) Other Acquisitions Total All Acquisitions Receivables $ 230,670 $ 136,523 $ 13,216 $ 380,409 $ 29,628 Receivable reserves (28,242 ) (7,135 ) (794 ) (36,171 ) (3,926 ) Inventories (2) 239,529 169,159 62,223 470,911 79,646 Prepaid expenses and other current assets 10,793 42,573 4,445 57,811 3,337 Property and equipment 56,774 225,645 17,140 299,559 11,989 Goodwill 585,415 205,058 52,336 842,809 92,175 Other intangibles 429,360 37,954 2,537 469,851 9,926 Other assets (3) 2,092 57,671 (133 ) 59,630 5,166 Deferred income taxes (110,791 ) 17,506 (1,000 ) (94,285 ) 4,102 Current liabilities assumed (239,665 ) (168,332 ) (42,290 ) (450,287 ) (39,191 ) Debt assumed (550,843 ) (4,027 ) (2,378 ) (557,248 ) (2,365 ) Other noncurrent liabilities assumed (23,085 ) (50,847 ) (103 ) (74,035 ) (2,651 ) Other purchase price obligations — — (6,698 ) (6,698 ) (21,199 ) Notes issued — — (4,087 ) (4,087 ) (4,296 ) Settlement of pre-existing balances (591 ) — (32 ) (623 ) (1,073 ) Gain on bargain purchase — — (8,207 ) (8,207 ) — Cash used in acquisitions, net of cash acquired $ 601,416 $ 661,748 $ 86,175 $ 1,349,339 $ 161,268 (1) Includes both continuing and discontinued operations of PGW. (2) The PGW inventory balance includes the impact of a $9.8 million step-up adjustment to report the inventory at its fair value. (3) The balance for PGW includes $23.6 million of investments in unconsolidated subsidiaries which relate to the discontinued portion of our PGW operations. The fair value of our intangible assets is based on a number of inputs including projections of future cash flows, assumed royalty rates and customer attrition rates, all of which are Level 3 inputs. The fair value of our property and equipment is determined using inputs such as market comparables and current replacement or reproduction costs of the asset, adjusted for physical, functional and economic factors; these adjustments to arrive at fair value are not observable in the market and therefore, these inputs are considered to be Level 3 inputs. 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. A portion of PGW's liability for pension and post-retirement obligations relates to the glass manufacturing operations business, which is classified as discontinued operations, and is recorded within Liabilities of discontinued operations on our consolidated balance sheets; these amounts will be included in the net assets disposed as part of the pending sale of the business, which we expect to occur in the first quarter of 2017. 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 year ended December 31, 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. The aftermarket glass distribution business of PGW, which is included within continuing operations, 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. Our 2014 acquisition of Keystone Specialty allowed us to enter into new product lines and increase the size of our addressable market. In addition, the acquisition created logistics and administrative cost synergies as well as cross-selling opportunities, which contributed to the goodwill recorded on the Keystone Specialty 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 year ended December 31, 2016 as though the businesses had been acquired as of January 1, 2015 , the businesses acquired during the year ended December 31, 2015 as though they had been acquired as of January 1, 2014 and the businesses acquired during the year ended December 31, 2014 as though they had been acquired as of January 1, 2013 . The pro forma adjustments are based upon unaudited financial information of the acquired entities (in thousands, except per share data): Year Ended December 31, 2016 2015 2014 Revenue, as reported $ 8,584,031 $ 7,192,633 $ 6,740,064 Revenue of purchased businesses for the period prior to acquisition: Rhiag 213,376 994,903 — PGW (1) 102,540 339,012 — Keystone Specialty — — 3,443 Other acquisitions 265,717 615,140 676,965 Pro forma revenue $ 9,165,664 $ 9,141,688 $ 7,420,472 Income from continuing operations, as reported $ 456,123 $ 423,223 $ 381,519 Income from continuing operations of purchased businesses for the period prior to acquisition, and pro forma purchase accounting adjustments: Rhiag (662 ) 10,310 — PGW (1),(2) 7,574 3,334 — Keystone Specialty — — 521 Other acquisitions (3) (807 ) 15,266 18,371 Acquisition related expenses, net of tax (4) 11,034 1,830 2,295 Pro forma income from continuing operations $ 473,262 $ 453,963 $ 402,706 Earnings per share from continuing operations, basic - as reported $ 1.49 $ 1.39 $ 1.26 Effect of purchased businesses for the period prior to acquisition: Rhiag (0.00) 0.03 — PGW (1),(2) 0.02 0.01 — Keystone Specialty — — 0.00 Other acquisitions (0.00) 0.05 0.06 Acquisition related expenses, net of tax (4) 0.04 0.01 0.01 Pro forma earnings per share from continuing operations, basic (5) $ 1.54 $ 1.49 $ 1.33 Earnings per share from continuing operations, diluted - as reported $ 1.47 $ 1.38 $ 1.25 Effect of purchased businesses for the period prior to acquisition: Rhiag (0.00) 0.03 — PGW (1),(2) 0.02 0.01 — Keystone Specialty — — 0.00 Other acquisitions (0.00) 0.05 0.06 Acquisition related expenses, net of tax (4) 0.04 0.01 0.01 Pro forma earnings per share from continuing operations, diluted (5) $ 1.53 $ 1.48 $ 1.31 (1) PGW reflects the results for the continuing aftermarket glass distribution business only. (2) Excludes $17.8 million and $5.4 million of corporate costs for 2015 and 2016, respectively, that we do not expect to incur going forward as a result of the sale of our glass manufacturing business. (3) The 2014 pro forma impact of our other acquisitions includes an adjustment for intercompany sales between Sator and the five Netherlands distributors that would have been reflected as intercompany transactions if the acquisitions had occurred on January 1, 2013. Our cost of sales in the initial months after the acquisitions reflects the increased valuation of acquired inventory, which has the impact of temporarily reducing our gross margin. Moving this negative gross margin impact to the year ended December 31, 2013 for our pro forma disclosure has the effect of increasing our pro forma net income during the year ended December 31, 2014. (4) Includes expenses related to acquisitions closed in the period and excludes expenses for acquisitions not yet completed. (5) The sum of the individual earnings per share amounts may not equal the total due to rounding. Unaudited pro forma supplemental information is based upon accounting estimates and judgments that we believe are reasonable. The unaudited pro forma supplemental information includes the effect of purchase accounting adjustments, such as the adjustment of inventory acquired to fair value, adjustments to depreciation on acquired property and equipment, adjustments to rent expense for above or below market leases, adjustments to amortization on acquired intangible assets, adjustments to interest expense, and the related tax effects. 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. |
Discontinued Operations (Notes)
Discontinued Operations (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Discontinued Operations On December 18, 2016, LKQ entered into a Stock and Asset Purchase Agreement (the “Agreement”) to sell the glass manufacturing business of its PGW subsidiary to a subsidiary of Vitro S.A.B. de C.V. (Vitro) for a sale price of $310 million , subject to potential post-closing purchase price adjustments. The transaction, which is subject to customary representations and warranties, covenants and conditions, and regulatory approvals, is expected to close in the first quarter of 2017. As a result of this transaction, the remaining portion of the Glass operating segment will be combined with our Wholesale - North America operations during 2017. For our reporting as of December 31, 2016, we have aggregated the remaining Glass operating segment with our North America reportable segment. See Note 14, "Segment and Geographic Information " for further information. Upon execution of the Agreement, LKQ concluded that the glass manufacturing business met the criteria to be classified as held for sale in LKQ’s consolidated financial statements. As a result, the assets related to the glass manufacturing business are reflected on the Consolidated Balance Sheet at the lower of the net asset carrying value or fair value less cost to sell. The fair value of the assets was determined using the negotiated sale price as an indicator of fair value, which is considered a Level 2 input as it is observable in a non-active market. As part of the Agreement, the Company and Vitro entered into a twelve-month Transition Services Agreement with two six-month renewal periods, a three-year Purchase and Supply Agreement, and an Intellectual Property Agreement. The following table summarizes the operating results of the Company’s discontinued operations related to the purchase agreement above from the date of acquisition, April 21, 2016, through the year ended December 31, 2016, as presented in “Income from discontinued operations, net” on the Consolidated Statements of Income: Period from April 21 to December 31, 2016 Revenue $ 498,233 Cost of goods sold (424,161 ) Operating expenses (22,330 ) Impairment on net assets of discontinued operations (26,677 ) (1) Operating income 25,065 Interest and other expenses, net (9,136 ) (2) Income from discontinued operations before taxes 15,929 Provision for taxes (8,252 ) Equity in earnings of unconsolidated subsidiaries 175 Income from discontinued operations, net of tax $ 7,852 (1) Upon recognition of the glass manufacturing business net assets as held for sale, an impairment test was performed on the net assets of the glass manufacturing business resulting in a pre-tax impairment loss of $26.7 million and a tax benefit of $6.9 million . The impairment represents a $21.1 million impairment on long-lived assets, with the remaining $5.6 million representing a valuation allowance on the current assets held for sale. (2) The Company elected to allocate interest expense to discontinued operations based on the expected debt to be repaid. Under this approach, allocated interest from the date of acquisition through the year ended December 31, 2016 was $6.2 million . The remaining balance represents other expense. The glass manufacturing business had $64.4 million of operating cash inflows, $28.6 million of investing cash outflows and $1.0 million of capital lease debt payments. The following table summarizes the significant non-cash operating activities, capital expenditures and investments in unconsolidated subsidiaries of the Company’s discontinued operations related to the glass manufacturing business: Period from April 21 to December 31, 2016 Non-cash operating activities: Depreciation and amortization $ 7,752 Impairment on net assets of discontinued operations 26,677 Deferred income taxes (4,516 ) Capital expenditures (24,156 ) Investments in unconsolidated subsidiaries (4,400 ) The major classes of assets and liabilities related to the glass manufacturing business are as follows: December 31, 2016 Cash and equivalents $ 7,116 Receivables, net 77,442 Inventories 71,952 Prepaid expenses and other current assets 42,426 Property, plant and equipment, net 199,136 Other assets 64,166 Valuation allowance (5,598 ) Total assets from discontinued operations $ 456,640 Accounts payable $ 72,696 Other current liabilities 37,104 Long-term obligations 1,648 Other noncurrent liabilities (includes pension and post-retirement obligations) 33,656 Total liabilities from discontinued operations 145,104 Net assets from discontinued operations $ 311,536 Pursuant to the Purchase and Supply Agreement, the glass manufacturing business will supply the aftermarket business of PGW with various OEM products annually for a three year period beginning on the date the transaction closes. For the period from April 21, 2016 through December 31, 2016, intercompany sales between the glass manufacturing business and the continuing aftermarket business of PGW which were eliminated in consolidation were $29.4 million . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of LKQ Corporation and its subsidiaries. All intercompany transactions and accounts have been eliminated. Use of Estimates In preparing our financial statements in conformity with accounting principles generally accepted in the United States of America, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. 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 $38.3 million and $32.8 million at December 31, 2016 and 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 Consolidated Statements of Income and are shown as a current liability on our 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. Revenue also includes amounts billed to customers for shipping and handling. Distribution expenses in the accompanying Consolidated Statements of Income are the costs incurred to prepare and deliver products to customers. Receivables and Allowance for Doubtful Accounts In the normal course of business, we extend credit to customers after a review of each customer's credit history. We recorded a reserve for uncollectible accounts of approximately $45.6 million and $24.6 million at December 31, 2016 and 2015 , respectively. The reserve is based upon the aging of the accounts receivable, our assessment of the collectability of specific customer accounts and historical experience. Receivables are written off once collection efforts have been exhausted. Recoveries of receivables previously written off are recorded when received. Our March 2016 acquisition of Rhiag and our April 2016 acquisition of PGW contributed $23.0 million and $1.4 million , respectively, to our reserve for uncollectible accounts. See Note 2, "Business Combinations " for further information on our acquisitions. Concentrations of Credit Risk Financial instruments that potentially subject us to significant concentration of credit risk consist primarily of cash and equivalents and accounts receivable. We control our exposure to credit risk associated with these instruments by (i) placing our cash and equivalents with several major financial institutions; (ii) holding high-quality financial instruments; and (iii) maintaining strict policies over credit extension that include credit evaluations, credit limits and monitoring procedures. In addition, our overall credit risk with respect to accounts receivable is limited to some extent because our customer base is composed of a large number of geographically diverse customers. Inventories We classify our inventory into the following categories: (i) aftermarket and refurbished products and (ii) salvage and remanufactured products. An aftermarket product is a new vehicle product manufactured by a company other than the original equipment manufacturer. For all of our aftermarket products, excluding our aftermarket automotive glass products, cost is established based on the average price we pay for parts; for our aftermarket automotive glass products inventory, cost is established using the first-in first-out method. Inventory cost for all of our aftermarket products includes expenses incurred for freight in and overhead costs; for items purchased from foreign companies, import fees and duties and transportation insurance are also included. Refurbished products are parts that require cosmetic repairs, such as wheels, bumper covers and lights; LKQ will apply new parts, products or materials to these parts in order to produce the finished product. Refurbished inventory cost is based on the average price we pay for cores, which are recycled automotive parts that are not suitable for sale as a replacement part without further processing. The cost of our refurbished inventory also includes expenses incurred for freight in, labor and other overhead costs. A salvage product is a recycled vehicle part suitable for sale as a replacement part. Cost is established based upon the price we pay for a vehicle, including auction, storage and towing fees, as well as expenditures for buying and dismantling the vehicle. Inventory carrying value is determined using the average cost to sales percentage at each of our facilities and applying that percentage to the facility's inventory at expected selling prices, the assessment of which incorporates the sales probability based on a part's number of days in stock and historical demand. The average cost to sales percentage is derived from each facility's historical profitability for salvage vehicles. Remanufactured products are used parts that have been inspected, rebuilt, or reconditioned to restore functionality and performance, such as remanufactured engines and transmissions. Remanufactured inventory cost is based upon the price paid for cores, and also includes expenses incurred for freight in, direct manufacturing costs and overhead expenses. For all inventory, carrying value is recorded at the lower of cost or market and is reduced to reflect current anticipated demand. If actual demand is lower than our estimates, additional reductions to inventory carrying value would be necessary in the period such determination is made. Inventories consist of the following (in thousands): December 31, 2016 2015 Aftermarket and refurbished products $ 1,540,257 $ 1,146,162 Salvage and remanufactured products 394,980 410,390 Total inventories $ 1,935,237 $ 1,556,552 Our acquisitions completed during 2016 , including our March 2016 acquisition of Rhiag and our April 2016 acquisition of PGW, contributed $387.4 million to our aftermarket and refurbished products inventory and $5.7 million to our salvage and remanufactured products inventory. See Note 2, "Business Combinations " for further information on our acquisitions. Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Expenditures for major additions and improvements that extend the useful life of the related asset are capitalized. As property and equipment are sold or retired, the applicable cost and accumulated depreciation are removed from the accounts and any resulting gain or loss thereon is recognized. Construction in progress consists primarily of building and land improvements at our existing facilities. Depreciation is calculated using the straight-line method over the estimated useful lives or, in the case of leasehold improvements, the term of the related lease and reasonably assured renewal periods, if shorter. Our estimated useful lives are as follows: Land improvements 10-20 years Buildings and improvements 20-40 years Machinery and equipment 3-20 years Computer equipment and software 3-10 years Vehicles and trailers 3-10 years Furniture and fixtures 5-7 years Property and equipment consists of the following (in thousands): December 31, 2016 2015 Land and improvements $ 127,211 $ 118,420 Buildings and improvements 209,773 183,480 Machinery and equipment 429,446 355,313 Computer equipment and software 120,316 130,363 Vehicles and trailers 138,263 101,201 Furniture and fixtures 28,405 24,332 Leasehold improvements 152,356 140,732 1,205,770 1,053,841 Less—Accumulated depreciation (495,644 ) (437,946 ) Construction in progress 101,450 80,672 Total property and equipment, net $ 811,576 $ 696,567 We record depreciation expense within Depreciation and Amortization on our Consolidated Statements of Income. Additionally, included in Cost of Goods Sold on the Consolidated Statements of Income is depreciation expense associated with our refurbishing, remanufacturing, and furnace operations as well as our distribution centers. Total depreciation expense for the years ended December 31, 2016, 2015 and 2014 was $114.8 million , $94.4 million , and $90.9 million , respectively. 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. Goodwill is tested for impairment at least annually, and we performed annual impairment tests during the fourth quarters of 2016 , 2015 and 2014 . The results of all of these tests indicated that goodwill was not impaired. Goodwill impairment testing may also be performed on an interim basis when events or circumstances arise that may lead to impairment. We noted that the proximity of the PGW acquisition to the goodwill testing date resulted in a fair value estimate for the Glass aftermarket reporting unit that exceeded the carrying value by less than 10% . This aligns with our expectations as there has not been a significant change in the value of the business since the acquisition date while we continue to execute our integration plans. The changes in the carrying amount of goodwill by reportable segment are as follows (in thousands): North America Europe Specialty Total Balance as of January 1, 2014 $ 1,358,937 $ 578,507 $ — $ 1,937,444 Business acquisitions and adjustments to previously recorded goodwill 43,752 91,916 280,035 415,703 Exchange rate effects (10,657 ) (53,604 ) 9 (64,252 ) Balance as of December 31, 2014 $ 1,392,032 $ 616,819 $ 280,044 $ 2,288,895 Business acquisitions and adjustments to previously recorded goodwill 72,355 21,217 (1,397 ) 92,175 Exchange rate effects (18,537 ) (43,554 ) 267 (61,824 ) Balance as of December 31, 2015 $ 1,445,850 $ 594,482 $ 278,914 $ 2,319,246 Business acquisitions and adjustments to previously recorded goodwill 226,483 614,437 1,889 842,809 Exchange rate effects 1,818 (108,943 ) (161 ) (107,286 ) Balance as of December 31, 2016 $ 1,674,151 $ 1,099,976 $ 280,642 $ 3,054,769 During the year ended December 31, 2016, we recorded $585.4 million of goodwill related to our acquisition of Rhiag and $205.1 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): December 31, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trade names and trademarks $ 286,008 $ (51,104 ) $ 234,904 $ 172,219 $ (43,458 ) $ 128,761 Customer and supplier relationships 395,284 (92,079 ) 303,205 95,508 (41,007 ) 54,501 Software and other technology related assets 77,329 (35,648 ) 41,681 44,500 (17,844 ) 26,656 Covenants not to compete 11,726 (7,285 ) 4,441 10,774 (5,575 ) 5,199 $ 770,347 $ (186,116 ) $ 584,231 $ 323,001 $ (107,884 ) $ 215,117 The components of other intangibles acquired during the years ended December 31, 2016 and 2015 include the following (in thousands): Year Ended Year Ended December 31, 2016 December 31, 2015 Rhiag PGW Other Acquisitions Total All Acquisitions (1) Trade names and trademarks $ 127,351 $ 5,500 $ 1,015 $ 133,866 $ 3,555 Customer and supplier relationships 291,893 29,700 — 321,593 4,601 Software and other technology related assets 10,116 1,154 1,420 12,690 1,213 Covenants not to compete — 1,600 102 1,702 557 $ 429,360 $ 37,954 $ 2,537 $ 469,851 $ 9,926 (1) I ncludes adjustments to certain preliminary intangible asset valuations from our 2014 acquisitions. Our estimated useful lives for our finite lived intangible assets are as follows: Method of Amortization Useful Life Trade names and trademarks Straight-line 4-30 years Customer and supplier relationships Accelerated 4-20 years Software and other technology related assets Straight-line 3-6 years Covenants not to compete Straight-line 1-5 years Amortization expense for intangibles was $83.5 million , $33.8 million and $34.5 million during the years ended December 31, 2016 , 2015 and 2014 , respectively. Estimated amortization expense for each of the five years in the period ending December 31, 2021 is $90.7 million , $75.5 million , $62.2 million , $49.0 million and $41.5 million , respectively. Impairment of Long-Lived Assets Long-lived assets are reviewed for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. Other than the impairment recorded upon recognition of the PGW glass manufacturing business net assets as held for sale as discussed in Note 3, "Discontinued Operations ," there were no material adjustments to the carrying value of long-lived assets during the years ended December 31, 2016 , 2015 or 2014 . 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. Our warranty reserve is recorded within Other accrued expenses and Other Noncurrent Liabilities on our Consolidated Balance Sheets based on the expected timing of the related payments. The changes in the warranty reserve are as follows (in thousands): Balance as of January 1, 2015 $ 14,881 Warranty expense 33,727 Warranty claims (31,245 ) Balance as of December 31, 2015 $ 17,363 Warranty expense 32,096 Warranty claims (29,825 ) Balance as of December 31, 2016 $ 19,634 Self-Insurance Reserves We self-insure a portion of employee medical benefits under the terms of our employee health insurance program. We purchase certain stop-loss insurance to limit our liability exposure. We also self-insure a portion of our property and casualty risk, which includes automobile liability, general liability, directors and officers liability, workers' compensation, and property coverage, under deductible insurance programs. The insurance premium costs are expensed over the contract periods. A reserve for liabilities associated with these losses is established for claims filed and claims incurred but not yet reported based upon our estimate of ultimate cost, which is calculated using analysis of historical data. We monitor new claims and claim development as well as trends related to the claims incurred but not reported in order to assess the adequacy of our insurance reserves. Total self-insurance reserves were $84.5 million and $78.4 million , of which $39.5 million and $37.8 million was classified as current as of December 31, 2016 and 2015 , respectively. The remaining balances of self-insurance reserves are classified as Other Noncurrent Liabilities, which reflects management's estimates of when claims will be paid. We had outstanding letters of credit of $70.5 million and $64.9 million at December 31, 2016 and 2015 , respectively, to guarantee self-insurance claims payments. While we do not expect the amounts ultimately paid to differ significantly from our estimates, our insurance reserves and corresponding expenses could be affected if future claims experience differs significantly from historical trends and assumptions. Income Taxes Current income taxes are provided on income reported for financial reporting purposes, adjusted for transactions that do not enter into the computation of income taxes payable in the same year. Deferred income taxes have been provided to show the effect of temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before we are able to realize their benefit or that future deductibility is uncertain. We recognize the benefits of uncertain tax positions taken or expected to be taken in tax returns in the provision for income taxes only for those positions that are more likely than not to be realized. We follow a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. Our policy is to include interest and penalties associated with income tax obligations in income tax expense. U.S. federal income taxes are not provided on our interest in undistributed earnings of foreign subsidiaries when it is management's intent that such earnings will remain invested in those subsidiaries or other foreign subsidiaries. Taxes will be provided on these earnings in the period in which a decision is made to repatriate the earnings. Investments in Unconsolidated Subsidiaries Our investment in unconsolidated subsidiaries was $183.5 million as of December 31, 2016. On December 1, 2016, we acquired a 26.5% equity interest in Mekonomen AB ("Mekonomen") from AxMeko AB, an affiliate of Axel Johnson AB, for an aggregate purchase price of $181.3 million . Headquartered in Stockholm, Sweden, Mekonomen is the leading independent car parts and service chain in the Nordic region of Europe, offering a wide range of products including spare parts and accessories for cars, and workshop services for consumers and businesses. We are accounting for our interest in Mekonomen using the equity method of accounting, as our investment gives us the ability to exercise significant influence, but not control, over the investee. We are reporting our equity in the net earnings of Mekonomen on a one quarter lag, and therefore we recorded no equity in earnings for this investment in 2016. In February 2016, we sold our investment in ACM Parts Pty Ltd. Our remaining investments in unconsolidated subsidiaries and equity in earnings of the investees as of and for the year ended December 31, 2016 were immaterial. Rental Expense We recognize rental expense on a straight-line basis over the respective lease terms, including reasonably assured renewal periods, for all of our operating leases. Foreign Currency Translation For most of our foreign operations, the local currency is the functional currency. Assets and liabilities are translated into U.S. dollars at the period-ending exchange rate. Statements of Income amounts are translated to U.S. dollars using monthly average exchange rates during the period. Translation gains and losses are reported as a component of Accumulated Other Comprehensive Income (Loss) in stockholders' equity. 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"). 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. The FASB has issued several updates to ASU 2014-09. ASU 2014-09 will be effective for the Company during the first quarter of our fiscal year 2018. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. We will continue to evaluate the potential effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures; however, we do not plan to early adopt. Entities adopting the standard have the option of using either a full retrospective or modified retrospective approach in the application of this guidance. We are still determining which method of transition we will follow. We are currently in the process of completing customer contract reviews, determining necessary adjustments to existing accounting policies, evaluating new disclosure requirements and identifying and implementing changes to business processes as deemed necessary to support recognition and disclosure under the new guidance. Based on our preliminary assessment, we do not expect a significant impact for the majority of our revenue transactions as they generally consist of single performance obligations to transfer promised goods or services; however, we do expect the new guidance will change the way we present sales returns in our consolidated financial statements. We are still in the process of determining the magnitude of impact for this change. 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 adjustment 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"), to 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. While we do not anticipate the adoption of this accounting standard to have a material impact to our consolidated statements of income at this time, this conclusion may change as we finalize our assessment. In order to assist in our timely implementation of the new standard, we have purchased new software to track our leases. We have engaged a third party to assist with the implementation of the new software with an expectation to complete the implementation by the end of 2017. 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 third quarter of 2016, the Company elected to early adopt ASU 2016-09 effective January 1, 2016. With the adoption of ASU 2016-09, excess tax benefits are recognized as a component of the income tax provision, whereas these amounts were previously recognized in equity. See Note 13, "Income Taxes " for the impact on our tax provision for the year ended December 31, 2016 as a result of adopting this accounting standard. Within the Consolidated Statements of Cash Flows, excess tax benefits are now presented as an operating activity, rather than a financing activity. The presentation of excess tax benefits on share-based payments was adjusted retrospectively within the Consolidated Statements of Cash Flows, resulting in a $14.4 million and a $17.8 million increase in operating cash flows for the years ended December 31, 2015 and 2014, respectively, with a corresponding decrease to financing cash flows. In March 2016, the FASB issued Accounting Standards Update No. 2016-05, "Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships" ("ASU 2016-05"), which clarifies that a change in a hedging derivative's counterparty would not in and of itself be considered a termination of a derivative instrument or a change in the critical terms of a hedging relationship. The ASU also clarifies that an entity should continue to assess the creditworthiness of the derivative counterparty, as a difference in creditworthiness could cause the hedging relationship to be less than highly effective which would trigger dedesignation of the hedging relationship. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 31, 2016; early adoption and prospective application is permitted. We will consider this guidance going-forward if a novation occurs related to any of our derivative contracts described in Note 10, "Derivative Instruments and Hedging Activities." 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. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, "Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"), which simplifies the accounting for goodwill impairment by eliminating step 2 from the goodwill impairment test. Under the new guidance, if the carrying value of a reporting unit exceeds the fair value, an impairment loss will be recognized for the amount of that excess, limited to the goodwill allocated to that reporting unit. This ASU is effective for fiscal years and any interim impairment tests for periods beginning after December 15, 2019; early adoption is permitted for entities with annual and interim impairment tests occurring after January 1, 2017. The guidance requires adoption on a prospective basis. At this time, we do not expect adoption of this standard to have a significant impact on our financial position, results of operations, or cash flows. |
Restructuring and Acquisition R
Restructuring and Acquisition Related Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Acquisition Related Expenses | Restructuring and Acquisition Related Expenses Acquisition Related Expenses Acquisition related expenses, which include external costs such as legal, accounting and advisory fees, totaled $22.0 million , $6.4 million , and $3.7 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Of our 2016 expenses, $10.9 million related to our acquisition of Rhiag, $4.1 million related to our acquisition of PGW, and $7.0 million related to other completed and potential acquisitions. Acquisition related expenses for 2015 included $ 2.5 million related to our Rhiag acquisition, $ 1.6 million related to our acquisitions of eleven aftermarket parts distribution businesses in the Netherlands, $ 0.8 million related to our acquisition of Coast, and $ 1.5 million related to other completed acquisitions and acquisitions that were pending as of December 31, 2015. Our 2014 expenses included $ 1.9 million related to our acquisitions of seven aftermarket parts distribution businesses in the Netherlands; the remainder of our 2014 expenses related to our acquisition of a supplier of replacement parts, supplies and accessories for recreational vehicles in our Specialty segment as well as other completed acquisitions and acquisitions that were pending as of December 31, 2014. Acquisition Integration Plans During the year ended December 31, 2016, we incurred $15.8 million of restructuring expenses. Of this amount, $10.4 million was related to ongoing integration activities in our Specialty segment, which was formed in 2014 and subsequently expanded through acquisitions, including our 2015 Coast acquisition. 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. We also incurred $3.1 million and $2.3 million of restructuring expenses, including primarily facility rationalization activities, related to our North America and Europe acquisitions, respectively. During the year ended December 31, 2015 , we incurred $13.1 million of restructuring expenses. Expenses incurred were primarily a result of the integration of our Coast acquisition and our October 2014 acquisition of a supplier of parts for recreational vehicles into our Specialty business and the integration of our acquisition of Parts Channel into our existing North American wholesale business. These integration activities included the closure of duplicate facilities, termination of employees in connection with the consolidation of overlapping facilities with our existing business, and moving expenses. During the year ended December 31, 2014 , we incurred $5.8 million of restructuring expenses as a result of the integration of our acquisition of Keystone Specialty. Also during 2014, we incurred $1.9 million , $1.0 million , and $0.8 million of other restructuring costs related to our Europe, North America, and Specialty acquisitions, respectively. These costs are a result of activities to integrate our acquisitions into our existing business, including the closure of duplicate facilities, termination of employees in connection with the consolidation of overlapping facilities with our existing business, moving expenses, and other third party services directly related to our acquisitions. We expect to incur additional expenses related to the integration of certain of our acquisitions into our existing operations in 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. European Restructuring Plan In the third quarter of 2014, we initiated restructuring activities to eliminate overlapping positions within certain of our European operations. As a result of these restructuring activities, we incurred $1.6 million of expenses during the year ended December 31, 2014, primarily for severance costs to terminated employees. |
Equity Incentive Plans
Equity Incentive Plans | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Incentive Plans | 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”). The total number of shares approved by our stockholders for issuance under the Equity Incentive Plan is 69.9 million shares, subject to antidilution and other adjustment provisions. We have granted RSUs, stock options, and restricted stock under the Equity Incentive Plan. Of the shares approved by our stockholders for issuance under the Equity Incentive Plan, 11.7 million shares remained available for issuance as of December 31, 2016 . 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. The Compensation Committee approved the grant of 261,851 ; 215,076 ; and 175,800 RSUs to our executive officers that include both a performance-based vesting condition and a time-based vesting condition in 2016, 2015, and 2014, respectively. The performance-based vesting conditions for the 2016, 2015, and 2014 grants to our executive officers have been satisfied. The fair value of RSUs that vested during the years ended December 31, 2016 , 2015 and 2014 was $29.2 million , $28.2 million and $27.7 million , respectively. In January 2017, our Board of Directors granted 678,450 RSUs to employees (including executive officers). The following table summarizes activity related to our RSUs under the Equity Incentive Plan: Number Outstanding Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) (1) Unvested as of January 1, 2016 1,981,292 $ 24.19 Granted 976,318 $ 29.05 Vested (996,607 ) $ 22.30 Forfeited / Canceled (87,266 ) $ 27.15 Unvested as of December 31, 2016 1,873,737 $ 27.58 Expected to vest after December 31, 2016 1,723,579 $ 27.45 2.4 $ 52,828 (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 stock options were granted during 2016. The total grant-date fair value of options that vested during the years ended December 31, 2015 and 2014 was $1.2 million and $3.3 million , respectively; no options vested during the year ended December 31, 2016 . The following table summarizes activity related to our stock options under the Equity Incentive Plan: 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 Exercised (1,124,317 ) $ 7.08 $ 27,844 Forfeited / Canceled (18,418 ) $ 24.14 Balance as of December 31, 2016 2,623,217 $ 9.19 2.3 $ 56,427 Exercisable as of December 31, 2016 2,543,299 $ 8.46 2.3 $ 56,427 Exercisable as of December 31, 2016 and expected to vest thereafter 2,623,217 $ 9.19 2.3 $ 56,427 (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 the last day of the period indicated. This amount changes based on the market price of the Company’s common stock. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2015 and 2014 was $32.4 million and $38.4 million , respectively. Stock-Based Compensation Expense For the RSUs that contain both a performance-based vesting condition and a time-based vesting condition, we recognize compensation expense under the accelerated attribution method, pursuant to which expense is recognized over the requisite service period for each separate vesting tranche of the award. During the years ended December 31, 2016 , 2015, and 2014, we recognized $ 7.3 million , $8.2 million , and $8.2 million , respectively, of stock based compensation expense related to the RSUs containing a performance-based vesting condition. For all other awards, which are subject to only a time-based vesting condition, we recognize compensation expense on a straight-line basis over the requisite service period of the entire award. In 2015 and 2014, compensation expense was adjusted to reflect estimated forfeitures. When estimating forfeitures, we considered voluntary and involuntary termination behavior as well as analysis of historical forfeitures. With the adoption of ASU 2016-09 beginning in 2016, we no longer estimate forfeitures; rather, forfeitures are recorded as they occur. The components of pre-tax stock-based compensation expense for our continuing operations are as follows (in thousands): Year Ended December 31, 2016 2015 2014 RSUs $ 22,183 $ 21,058 $ 18,965 Stock options and other 162 278 3,056 Total stock-based compensation expense $ 22,345 $ 21,336 $ 22,021 The following table sets forth the classification of total stock-based compensation expense included in our Consolidated Statements of Income for our continuing operations (in thousands): Year Ended December 31, 2016 2015 2014 Cost of goods sold $ 407 $ 358 $ 410 Facility and warehouse expenses 3,980 2,271 2,195 Selling, general and administrative expenses 17,958 18,707 19,416 22,345 21,336 22,021 Income tax benefit (8,268 ) (8,221 ) (8,478 ) Total stock-based compensation expense, net of tax $ 14,077 $ 13,115 $ 13,543 Income from discontinued operations included $0.1 million of pre-tax stock-based compensation expense. We have not capitalized any stock-based compensation costs during the years ended December 31, 2016 , 2015 or 2014 . As of December 31, 2016 , unrecognized compensation expense related to unvested RSUs is expected to be recognized as follows (in thousands): RSUs 2017 $ 15,356 2018 10,379 2019 6,261 2020 3,260 2021 353 Total unrecognized compensation expense $ 35,609 Stock-based compensation expense related to these awards will be different to the extent that forfeitures are realized. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share are computed using the weighted average number of common shares outstanding during the period. Diluted earnings per share incorporate the incremental shares issuable upon the assumed exercise of stock options and the assumed vesting of RSUs and restricted stock. Certain of our RSUs and stock options were excluded from the calculation of diluted earnings per share because they were antidilutive, but these equity instruments could be dilutive in the future. The following chart sets forth the computation of earnings per share (in thousands, except per share amounts): Year Ended December 31, 2016 2015 2014 Income from continuing operations $ 456,123 $ 423,223 $ 381,519 Denominator for basic earnings per share—Weighted-average shares outstanding 306,897 304,722 302,343 Effect of dilutive securities: RSUs 689 667 791 Stock options 2,198 2,107 2,905 Restricted stock — — 6 Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding 309,784 307,496 306,045 Basic earnings per share from continuing operations $ 1.49 $ 1.39 $ 1.26 Diluted earnings per share from continuing operations $ 1.47 $ 1.38 $ 1.25 The following table sets forth the number of employee stock-based compensation awards outstanding but not included in the computation of diluted earnings per share because their effect would have been antidilutive (in thousands): Year Ended December 31, 2016 2015 2014 Antidilutive securities: RSUs 57 230 289 Stock options 63 96 116 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The components of Accumulated Other Comprehensive Income (Loss) are as follows (in thousands): Foreign Unrealized (Loss)Gain Unrealized Gain Accumulated Balance at January 1, 2014 $ 24,906 $ (5,596 ) $ 701 $ 20,011 Pretax loss (51,979 ) (1,586 ) (13,506 ) (67,071 ) Income tax effect — 382 3,179 3,561 Reclassification of unrealized loss (gain) — 5,200 (166 ) 5,034 Reclassification of deferred income taxes — (1,801 ) 41 (1,760 ) Balance at December 31, 2014 $ (27,073 ) $ (3,401 ) $ (9,751 ) $ (40,225 ) Pretax (loss) income (69,817 ) (1,664 ) 2,245 (69,236 ) Income tax effect — 538 (561 ) (23 ) Reclassification of unrealized loss — 5,366 559 5,925 Reclassification of deferred income taxes — (1,771 ) (140 ) (1,911 ) Balance at December 31, 2015 $ (96,890 ) $ (932 ) $ (7,648 ) $ (105,470 ) Pretax (loss) income (175,639 ) 12,382 7,175 (156,082 ) Income tax effect — (4,581 ) (2,636 ) (7,217 ) Reclassification of unrealized loss (gain) — 1,789 496 2,285 Reclassification of deferred income taxes — (567 ) (124 ) (691 ) Balance at December 31, 2016 $ (272,529 ) $ 8,091 $ (2,737 ) $ (267,175 ) Net unrealized losses on our interest rate swaps totaling $3.5 million , $5.4 million , and $6.2 million were reclassified to interest expense in our Consolidated Statements of Income during each of the years ended December 31, 2016 , 2015, and 2014. We also reclassified a gain of $1.7 million related to our cross currency swaps and a gain of $1.0 million related to other foreign currency forward contracts to Interest and other income, net in our Consolidated Statements of Income for the years ended December 31, 2016 and 2014, respectively. The deferred income taxes related to our cash flow hedges were reclassified from Accumulated other comprehensive income (loss) to income tax expense. |
Long-Term Obligations
Long-Term Obligations | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Obligations | Long-Term Obligations Long-Term Obligations consist of the following (in thousands): December 31, 2016 2015 Senior secured credit agreement: Term loans payable $ 732,684 $ 410,625 Revolving credit facilities 1,358,220 480,481 Senior notes 600,000 600,000 Euro notes 525,850 — Receivables securitization facility 100,000 63,000 Notes payable through October 2025 at weighted average interest rates of 2.1% and 2.2%, respectively 11,808 16,104 Other long-term debt at weighted average interest rates of 2.4% and 2.4%, respectively 37,125 29,485 Total debt 3,365,687 1,599,695 Less: long-term debt issuance costs (21,611 ) (13,533 ) Less: current debt issuance costs (2,305 ) (1,460 ) Total debt, net of debt issuance costs 3,341,771 1,584,702 Less: current maturities, net of debt issuance costs (66,109 ) (56,034 ) Long term debt, net of debt issuance costs $ 3,275,662 $ 1,528,668 The scheduled maturities of long-term obligations outstanding at December 31, 2016 are as follows (in thousands): 2017 $ 68,414 2018 42,553 2019 140,594 2020 39,002 2021 1,942,680 Thereafter 1,132,444 Total debt (1) $ 3,365,687 (1) The total debt amounts presented above exclude debt issuance costs totaling $23.9 million as of December 31, 2016. 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 will be used for general corporate purposes. On December 14, 2016, LKQ Corporation entered into Amendment No. 1 to the Fourth Amended and Restated Credit Agreement under which the €230 million term loan was prepaid in full using proceeds from borrowings on the multicurrency revolving credit facility. Simultaneously, LKQ Corporation borrowed incremental U.S. dollar ("USD") term loans under the Credit Agreement, which were used to repay outstanding borrowings on the USD revolving credit facility. LKQ Corporation borrowed additional USD amounts on the revolving credit facility and entered into a cross currency swap transaction to exchange the borrowed USD for euro and sent these amounts to LKQ Netherlands B.V. as an intercompany loan, which LKQ Netherlands B.V. used to repay the multicurrency revolving credit facility borrowings. These transactions had the effect of replacing the euro term loan with a USD term loan. Refer to Note 10, "Derivative Instruments and Hedging Activities " for additional information related to our cross currency swaps. Amounts under the revolving credit facility are due and payable upon maturity of the Fourth Amended and Restated 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 Fourth Amended and Restated 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 10, "Derivative Instruments and Hedging Activities ," the weighted average interest rates on borrowings outstanding under the Credit Agreement at December 31, 2016 and 2015 were 2.0% 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, $37.2 million and $22.5 million were classified as current maturities at December 31, 2016 and 2015, respectively. As of December 31, 2016, there were letters of credit outstanding in the aggregate amount of $72.7 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 December 31, 2016 was $1.0 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 year ended December 31, 2016 as a loss on debt extinguishment. Related to the execution of the Third Amended and Restated Credit Agreement in March 2014, we incurred $3.7 million of fees, of which $3.4 million was capitalized as an offset to Long-Term Obligations and amortized over the term of the agreement. The remaining $0.3 million of fees were expensed during the year ended December 2014 as a loss on debt extinguishment. Senior Notes In April 2014, LKQ Corporation completed an offer to exchange $600 million aggregate principal amount of 4.75% Senior Notes due 2023 (the " U.S. Notes") for notes previously issued through a private placement. The U.S. 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 U.S. Notes are substantially identical to those previously issued through the private placement, except the U.S. Notes are registered under the Securities Act of 1933. The U.S. 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 U.S. 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 U.S. Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors. The U.S. Notes and the guarantees are, respectively, LKQ Corporation and each Guarantor's senior unsecured obligations and are subordinated to all of the Guarantors' existing and future secured debt to the extent of the assets securing that secured debt. In addition, the Notes are effectively subordinated to all of the liabilities of our subsidiaries that are not guaranteeing the U.S. 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 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 being amortized over the term of the offering. Restricted Payments Our senior secured credit agreement and our senior notes indentures contain limitations on payment of cash dividends or other distributions of assets. Based on limitations in effect under our senior secured credit agreement and senior notes indentures, the maximum amount of dividends we could pay as of December 31, 2016 was approximately $1.0 billion . The limit on the payment of dividends is calculated using historical financial information and will change from period to period. Receivables Securitization Facility On November 29, 2016, 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 November 8, 2019; (ii) increase the maximum amount available to $100 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 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 December 31, 2016 and 2015 , $140.3 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 December 31, 2016 , the interest rate under the receivables facility was based on commercial paper rates and was 1.8% . The outstanding balance of $100.0 million as of December 31, 2016 was classified as long-term on the 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 | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities We are exposed to market risks, including the effect of changes in interest rates, foreign currency exchange rates and commodity prices. Under our current policies, we use derivatives to manage our exposure to variable interest rates on our senior secured debt and changing foreign exchange rates for certain foreign currency denominated transactions. We do not hold or issue derivatives for trading purposes. Cash Flow Hedges We hold interest rate swap agreements to hedge a portion of the variable interest rate risk on our variable rate borrowings under our Credit Agreement, with the objective of minimizing the impact of interest rate fluctuations and stabilizing cash flows. Under the terms of the interest rate swap agreements, we pay the fixed interest rate and receive payment at a variable rate of interest based on LIBOR 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. As of December 31, 2016, we held interest rate swap contracts representing $590 million of U.S. dollar-denominated debt. These interest rate swaps were executed during 2016 and have maturity dates ranging from January to June 2021. During 2016, existing swaps relating to a total of $170 million of U.S dollar-denominated debt, £ 50 million of GBP-denominated debt, and C$25 million of CAD-denominated debt expired. From time to time, we may hold foreign currency forward contracts related to certain foreign currency denominated intercompany transactions, with the objective of minimizing the impact of fluctuating exchange rates on these future cash flows, as well as minimizing the impact of fluctuating exchange rates on our results of operations through the respective dates of settlement. Under the terms of the foreign currency forward contracts, we will sell the foreign currency in exchange for U.S. dollars at a fixed rate on the maturity dates of the contracts. The effective portion of the changes in fair value of the foreign currency forward contracts is recorded in Accumulated Other Comprehensive Income (Loss) and reclassified to other income (expense) when the underlying transaction has an impact on earnings. During 2014, foreign currency forward contracts with notional amounts of £70 million and €150 million were settled through payments to the counterparties totaling $20.0 million . At that time, we also settled the underlying intercompany debt transactions. In 2016, we entered into three cross currency swap agreements for a total notional amount of $422.4 million ( €400 million ) with maturity dates in January 2021. These cross currency swaps contain an interest rate swap component and a foreign currency forward contract component that, combined with related intercompany financing arrangements, effectively convert variable rate U.S. dollar-denominated borrowings into fixed rate euro-denominated borrowings. The swaps are intended to minimize the impact of fluctuating exchange rates and interest rates on the cash flows resulting from the related intercompany financing arrangements. The effective portion of the changes in the fair value of the derivative instruments is recorded in Accumulated Other Comprehensive Income (Loss) and is reclassified to interest expense and other income (expense) when the underlying transactions have an impact on earnings. The following table summarizes the notional amounts and fair values of our designated cash flow hedges as of December 31, 2016 and 2015 (in thousands): Notional Amount Fair Value at December 31, 2016 (USD) Fair Value at December 31, 2015 (USD) December 31, 2016 December 31, 2015 Other Assets Other Noncurrent Liabilities Other Accrued Expenses Interest rate swap agreements USD denominated $ 590,000 $ 170,000 $ 16,421 $ — $ 858 GBP denominated £ — £ 50,000 — — 465 CAD denominated C$ — C$ 25,000 — — 24 Cross currency swap agreements USD/euro $ 422,408 $ — 1,486 3,128 — Total cash flow hedges $ 17,907 $ 3,128 $ 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 Consolidated Balance Sheets. The impact of netting the fair values of these contracts would not have a material effect on our Consolidated Balance Sheets at December 31, 2016 or 2015 . The activity related to our cash flow hedges is included in Note 8, "Accumulated Other Comprehensive Income (Loss) ." Ineffectiveness related to our cash flow hedges was immaterial to our results of operations during 2016 , 2015 and 2014. We do not expect future ineffectiveness related to our cash flow hedges to have a material effect on our results of operations. As of December 31, 2016 , we estimate that $1.4 million of derivative losses (net of tax) included in Accumulated Other Comprehensive Income (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. The notional amount and fair value of these contracts at December 31, 2016 and 2015 , along with the effect on our results of operations in 2016 , 2015 and 2014, were immaterial. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Financial Assets and Liabilities Measured at Fair Value We use the market and income approaches to value our financial assets and liabilities, and during the year ended December 31, 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 December 31, 2016 and 2015 (in thousands): Balance as of December 31, 2016 Fair Value Measurements as of December 31, 2016 Level 1 Level 2 Level 3 Assets: Cash surrender value of life insurance $ 36,131 $ — $ 36,131 $ — Interest rate swaps 17,907 — 17,907 — Total Assets $ 54,038 $ — $ 54,038 $ — Liabilities: Contingent consideration liabilities $ 3,162 $ — $ — $ 3,162 Deferred compensation liabilities 36,865 — 36,865 — Foreign currency forward contracts 3,128 — 3,128 — Total Liabilities $ 43,155 $ — $ 39,993 $ 3,162 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 Consolidated Balance Sheets. The current portion of deferred compensation is included in Accrued payroll-related liabilities and the current portion of contingent consideration liabilities is included in Other current liabilities on our Consolidated Balance Sheets; the noncurrent portion of these amounts is included in Other Noncurrent Liabilities on our Consolidated Balance Sheets based on the expected timing of the related payments. The balance sheet classification of the interest rate swaps and foreign currency forward contracts is presented in Note 10, "Derivative Instruments and Hedging Activities ." Our Level 2 assets and liabilities are valued using inputs from third parties and market observable data. We obtain valuation data for the cash surrender value of life insurance and deferred compensation liabilities from third party sources, which determine the net asset values for our accounts using quoted market prices, investment allocations and reportable trades. We value our derivative instruments using a third party valuation model that performs a discounted cash flow analysis based on the terms of the contracts and market observable inputs such as current and forward interest rates and current and forward foreign exchange rates. Our contingent consideration liabilities are related to 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. Financial Assets and Liabilities Not Measured at Fair Value Our debt is reflected on the Consolidated Balance Sheets at cost. Based on market conditions as of December 31, 2016 and 2015 , the fair value of our credit agreement borrowings reasonably approximated the carrying value of $2.1 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 $100.0 million and $63.0 million at December 31, 2016 and 2015 , respectively. As of December 31, 2016 and 2015 , the fair value of the U.S. Notes was approximately $599 million and $567 million , respectively, compared to a carrying value of $ 600 million . As of December 31, 2016 , the fair value of the Euro Notes was approximately $561 million million compared to a carrying value of $526 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 December 31, 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 | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases We are obligated under noncancelable operating leases for corporate office space, warehouse and distribution facilities, trucks and certain equipment. The future minimum lease commitments under these leases at December 31, 2016 are as follows (in thousands): Years ending December 31: 2017 $ 200,450 2018 168,926 2019 136,462 2020 110,063 2021 82,494 Thereafter 486,199 Future Minimum Lease Payments $ 1,184,594 Rental expense for operating leases was approximately $211.5 million , $168.4 million and $148.5 million during the years ended December 31, 2016 , 2015 and 2014 , respectively. We guarantee the residual values of the majority of our truck and equipment operating leases. The residual values decline over the lease terms to a defined percentage of original cost. In the event the lessor does not realize the residual value when a piece of equipment is sold, we would be responsible for a portion of the shortfall. Similarly, if the lessor realizes more than the residual value when a piece of equipment is sold, we would be paid the amount realized over the residual value. Had we terminated all of our operating leases subject to these guarantees at December 31, 2016 , our portion of the guaranteed residual value would have totaled approximately $59.0 million . We have not recorded a liability for the guaranteed residual value of equipment under operating leases as the recovery on disposition of the equipment under the leases is expected to approximate the guaranteed residual value. 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 | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes consists of the following components (in thousands): Year Ended December 31, 2016 2015 2014 Current: Federal $ 159,547 $ 138,432 $ 144,924 State 27,120 25,952 24,052 Foreign 45,545 32,931 29,046 $ 232,212 $ 197,315 $ 198,022 Deferred: Federal $ 1,169 $ 22,233 $ 9,321 State 2,131 1,212 (179 ) Foreign (14,946 ) (1,057 ) (2,900 ) $ (11,646 ) $ 22,388 $ 6,242 Provision for income taxes $ 220,566 $ 219,703 $ 204,264 Income taxes have been based on the following components of income from continuing operations before provision for income taxes (in thousands): Year Ended December 31, 2016 2015 2014 Domestic $ 513,844 $ 478,819 $ 460,637 Foreign 163,437 170,211 127,251 $ 677,281 $ 649,030 $ 587,888 The U.S. federal statutory rate is reconciled to the effective tax rate as follows: Year Ended December 31, 2016 2015 2014 U.S. federal statutory rate 35.0 % 35.0 % 35.0 % State income taxes, net of state credits and federal tax impact 2.7 % 2.9 % 2.8 % Impact of international operations (3.2 )% (4.1 )% (3.6 )% Notional interest deductions (2.5 )% — % — % Excess tax benefits from stock-based compensation (1) (1.6 )% — % — % Non-deductible expenses 1.3 % 0.8 % 0.5 % Other, net 0.9 % (0.7 )% — % Effective tax rate 32.6 % 33.9 % 34.7 % (1) Represents an $11.4 million discrete item in 2016 for excess tax benefits from stock-based payments related to the early adoption of ASU 2016-09. See Note 4, "Summary of Significant Accounting Policies " to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for further information. Undistributed earnings of the Company's foreign subsidiaries amounted to approximately $530 million at December 31, 2016 . Those earnings are considered to be indefinitely reinvested, and accordingly no provision for U.S. income taxes has been provided thereon. Upon repatriation of those earnings, in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to adjustment for foreign tax credits) and potential withholding taxes payable to the various foreign countries. Determination of the amount of unrecognized deferred U.S. income tax liability is not practicable due to the complexities associated with its hypothetical calculation; however, unrecognized foreign tax credits would be available to reduce materially any U.S. liability. The significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2016 2015 Deferred Tax Assets: Accrued expenses and reserves $ 62,059 $ 46,837 Qualified and nonqualified retirement plans 36,626 14,130 Inventory 35,565 27,184 Accounts receivable 19,046 13,971 Interest deduction carryforwards 9,806 — Stock-based compensation 9,687 11,096 Net operating loss carryforwards 7,858 8,946 Other 7,699 8,212 188,346 130,376 Less: valuation allowance (11,252 ) (3,880 ) Total deferred tax assets $ 177,094 $ 126,496 Deferred Tax Liabilities: Goodwill and other intangible assets $ 222,476 $ 141,442 Property and equipment 72,231 67,065 Trade name 59,002 36,532 Other 19,439 5,342 Total deferred tax liabilities $ 373,148 $ 250,381 Net deferred tax liability $ (196,054 ) $ (123,885 ) Deferred tax assets and liabilities are reflected on our Consolidated Balance Sheets as follows (in thousands): December 31, 2016 2015 Noncurrent deferred tax assets $ 3,603 $ 3,354 Noncurrent deferred tax liabilities 199,657 127,239 Our noncurrent deferred tax assets and noncurrent deferred tax liabilities are included in Other Assets and Deferred Income Taxes, respectively, on our Consolidated Balance Sheets. We had net operating loss carryforwards for federal and certain of our state tax jurisdictions, the tax benefits of which total approximately $7.9 million and $8.9 million at December 31, 2016 and 2015 , respectively. At December 31, 2016 and 2015 , we had foreign, state, and local tax credit carryforwards, the tax benefits of which total approximately $1.8 million and $3.2 million , respectively. At December 31, 2016 we had interest deduction carryforwards in Italy of $9.8 million . As of December 31, 2016 and 2015 , valuation allowances of $11.3 million and $3.9 million , respectively, were recorded for a portion of the deferred tax assets related to net operating loss, tax credit carryforwards and interest deduction carryforwards. The $7.4 million net increase in valuation allowances was primarily due to a $6.8 million valuation allowance provided on certain interest deduction carryforwards suspended due to Italy's thin capitalization constraints, and a $1.0 million increase attributable to acquired foreign net operating loss carryforwards. These increases were partially offset by a $0.4 million decrease attributable to our judgment regarding the realization of other losses and tax credits. The net operating loss carryforwards expire over the period from 2017 through 2037. Foreign tax credit carryforwards expire over the period from 2017 through 2026, while the state and local tax credits primarily have no expiration. The interest deduction carryforwards do not expire. Realization of these deferred tax assets is dependent on the generation of sufficient taxable income prior to the expiration dates. Based on historical and projected operating results, we believe that it is more likely than not that earnings will be sufficient to realize the deferred tax assets for which valuation allowances have not been provided. While we expect to realize the deferred tax assets, net of valuation allowances, changes in estimates of future taxable income or in tax laws may alter this expectation. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands): 2016 2015 2014 Balance at January 1 $ 2,273 $ 2,630 $ 1,445 Additions for acquired tax positions — 80 2,322 Additions based on tax positions related to the current year 5 302 302 Reductions for tax positions of prior years — (743 ) — Lapse of statutes of limitations (132 ) (119 ) (134 ) Settlements with taxing authorities — — (1,182 ) Currency exchange rate fluctuations — 123 (123 ) Balance at December 31 $ 2,146 $ 2,273 $ 2,630 Included in the balance of unrecognized tax benefits above as of December 31, 2016, 2015 and 2014 are $1.4 million , $1.5 million and $1.9 million , respectively, of tax benefits that, if recognized, would affect the effective tax rate. The balance of unrecognized tax benefits at December 31, 2016, 2015 and 2014 also includes $0.8 million , $0.8 million , and $0.7 million respectively, of tax benefits that, if recognized, would result in adjustments to deferred taxes. The Company recognizes interest and penalties accrued related to unrecognized tax benefits as income tax expense. Attributable to the unrecognized tax benefits noted above, the Company had accumulated interest and penalties of $ 0.8 million at both December 31, 2016 and 2015. During each of the years ended December 31, 2016 , 2015 , and 2014 , $0.1 million of interest and penalties were recorded through the income tax provision, prior to any reversals for lapses in the statutes of limitations. During the twelve months beginning January 1, 2017, it is reasonably possible that we will reduce unrecognized tax benefits by up to approximately $0.5 million , all of which would impact our effective tax rate, primarily as a result of the expiration of certain statutes of limitations. In the U.S., the Internal Revenue Service has completed an examination of the U.S. Federal consolidated tax returns through 2013. Tax years from 2011 and onward are subject to income tax examinations by various U.S. state and local jurisdictions. In the U.K., with limited exception, tax years through 2010 are no longer subject to inquiry. Certain Canadian operations are under examination for the years 2010 to 2012. In Italy, certain issues from 2007 through 2012 are subject to litigation with the Italian tax authorities. In addition, certain Italian operations are under examination for the 2011 tax year. In the Netherlands, tax years through 2014 have been assessed. Adjustments from such examinations, if any, are not expected to have a material effect on our consolidated financial statements. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic Information We have five operating segments: Wholesale – North America; Europe; Specialty; Glass and Self Service. Our Wholesale – North America, Glass, 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 is affected by different economic conditions. Therefore, we present three reportable segments: North America, Europe and Specialty. We are combining the continuing aftermarket products business of the Glass operating segment into our Wholesale – North America operating segment, which we expect to complete in 2017. The following tables present our financial performance by reportable segment for the periods indicated (in thousands): North America Europe Specialty Eliminations Consolidated Year Ended December 31, 2016 Revenue: Third Party $ 4,470,900 $ 2,920,470 $ 1,192,661 $ — $ 8,584,031 Intersegment 739 — 4,048 (4,787 ) — Total segment revenue $ 4,471,639 $ 2,920,470 $ 1,196,709 $ (4,787 ) $ 8,584,031 Segment EBITDA $ 596,333 $ 283,608 $ 125,039 $ — $ 1,004,980 Depreciation and amortization (1) 81,395 94,979 21,960 — 198,334 Year Ended December 31, 2015 Revenue: Third Party $ 4,145,998 $ 1,995,385 $ 1,051,250 $ — $ 7,192,633 Intersegment 835 70 3,334 (4,239 ) — Total segment revenue $ 4,146,833 $ 1,995,455 $ 1,054,584 $ (4,239 ) $ 7,192,633 Segment EBITDA $ 547,405 $ 200,563 $ 106,561 $ — $ 854,529 Depreciation and amortization (1) 70,369 36,446 21,377 — 128,192 Year Ended December 31, 2014 Revenue: Third Party $ 4,088,701 $ 1,846,155 $ 805,208 $ — $ 6,740,064 Intersegment 589 — 1,807 (2,396 ) — Total segment revenue $ 4,089,290 $ 1,846,155 $ 807,015 $ (2,396 ) $ 6,740,064 Segment EBITDA $ 543,943 $ 167,155 $ 79,453 $ — $ 790,551 Depreciation and amortization (1) 70,434 34,391 20,612 — 125,437 (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 (loss) of unconsolidated subsidiaries. EBITDA, which is the basis for Segment EBITDA, is calculated as net income excluding discontinued operations, depreciation, amortization, interest (which includes loss on debt extinguishment) and income tax expense. The table below provides a reconciliation of Net Income to Segment EBITDA (in thousands): Year Ended December 31, 2016 2015 2014 Net income $ 463,975 $ 423,223 $ 381,519 Subtract: Income from discontinued operations, net of tax 7,852 — — Income from continuing operations 456,123 423,223 381,519 Add: Depreciation and amortization 191,433 122,120 120,719 Depreciation and amortization - cost of goods sold 6,901 6,072 4,718 Interest expense, net 87,682 57,342 63,947 Loss on debt extinguishment 26,650 — 324 Provision for income taxes 220,566 219,703 204,264 EBITDA 989,355 828,460 775,491 Subtract: Equity in earnings (loss) of unconsolidated subsidiaries (592 ) (6,104 ) (2,105 ) Gains on foreign exchange contracts- acquisition related (1) 18,342 — — Gain on bargain purchase (2) 8,207 — — Add: Restructuring and acquisition related expenses (3) 37,762 19,511 14,806 Inventory step-up adjustment - acquisition related (4) 3,614 — — Change in fair value of contingent consideration liabilities 206 454 (1,851 ) Segment EBITDA $ 1,004,980 $ 854,529 $ 790,551 (1) Reflects gains on foreign currency forwards used to fix the euro purchase price of Rhiag. See Note 2, "Business Combinations ," for further information. (2) Reflects the gain on bargain purchase related to our acquisition of Andrew Page. See Note 2, "Business Combinations ," for further information. (3) See Note 5, "Restructuring and Acquisition Related Expenses ," for further information. (4) Reflects the impact on Cost of Goods Sold of the step-up acquisition adjustment to record PGW aftermarket glass inventory at its fair value. The following table presents capital expenditures by reportable segment (in thousands): Year Ended December 31, 2016 2015 2014 Capital Expenditures North America $ 91,618 $ 72,048 $ 86,172 Europe 77,689 79,072 44,896 Specialty 13,611 19,370 9,882 Discontinued operations 24,156 — — Total capital expenditures $ 207,074 $ 170,490 $ 140,950 The following table presents assets by reportable segment (in thousands): December 31, 2016 2015 2014 Receivables, net North America (1) $ 352,930 $ 314,743 $ 322,713 Europe (1) 443,281 215,710 227,987 Specialty 64,338 59,707 50,722 Total receivables, net 860,549 590,160 601,422 Inventories North America (1) 917,311 847,787 826,429 Europe (1) 718,729 427,323 402,488 Specialty 299,197 281,442 204,930 Total inventories 1,935,237 1,556,552 1,433,847 Property and Equipment, net North America (1) 506,274 467,961 456,288 Europe (1) 247,910 175,455 128,309 Specialty 57,392 53,151 45,390 Total property and equipment, net 811,576 696,567 629,987 Equity Method Investments North America 336 628 536 Europe (2) 183,131 2,127 7,592 Total equity method investments 183,467 2,755 8,128 Other unallocated assets 4,512,370 2,801,803 2,802,355 Total assets $ 8,303,199 $ 5,647,837 $ 5,475,739 (1) The increase in assets for our North America and Europe segments primarily relates to the PGW aftermarket and Rhiag acquisitions, respectively. See Note 2, "Business Combinations " for further details. (2) The increase in Europe relates primarily to our investment in Mekonomen as described in Note 4, "Summary of Significant Accounting Policies." We report net receivables, inventories, and net property and equipment by segment as that information is used by the chief operating decision maker in assessing segment performance. These assets provide a measure for the operating capital employed in each segment. Unallocated assets include cash, prepaid expenses and other current and noncurrent assets, goodwill, intangibles, assets from discontinued operations and 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 acquisition, we expanded our operations into Italy, Czech Republic, Switzerland, Hungary, Romania, Ukraine, Bulgaria, Slovakia, and Spain. 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): Year Ended December 31, 2016 2015 2014 Revenue United States $ 5,226,918 $ 4,831,875 $ 4,499,743 United Kingdom 1,390,775 1,382,432 1,321,786 Other countries 1,966,338 978,326 918,535 Total revenue $ 8,584,031 $ 7,192,633 $ 6,740,064 The following table sets forth our tangible long-lived assets by geographic area (in thousands): December 31, 2016 2015 2014 Long-lived Assets United States $ 531,425 $ 493,300 $ 469,450 United Kingdom 159,689 138,546 92,813 Other countries 120,462 64,721 67,724 Total long-lived assets $ 811,576 $ 696,567 $ 629,987 The following table sets forth our revenue by product category (in thousands): Year Ended December 31, 2016 2015 2014 Aftermarket, other new and refurbished products $ 6,441,160 $ 5,116,373 $ 4,613,454 Recycled, remanufactured and related products and services 1,703,485 1,597,578 1,473,305 Other 439,386 478,682 653,305 Total revenue $ 8,584,031 $ 7,192,633 $ 6,740,064 Our North American reportable segment generates revenue from all of our product categories, while our European and Specialty segments generate revenue primarily from the sale of aftermarket products. Revenue from other sources includes scrap sales, bulk sales to mechanical remanufacturers (including cores) and sales of aluminum ingots and sows from our furnace operations. |
Selected Quarterly Data
Selected Quarterly Data | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Data | Selected Quarterly Data (unaudited) The following table presents unaudited selected quarterly financial data for the two years ended December 31, 2016 . The operating results for any quarter are not necessarily indicative of the results for any future period. Quarter Ended (In thousands, except per share data) Dec. 31 Sep. 30 Jun. 30 Mar. 31 2016 Revenue $ 2,150,406 $ 2,207,343 $ 2,304,806 $ 1,921,476 Gross margin 830,006 855,444 905,816 760,437 Operating income 161,880 183,401 232,445 185,672 Income from continuing operations 96,298 109,844 137,810 112,171 (Loss) income from discontinued operations (9,967 ) 12,844 4,975 — Net income (1) 86,331 122,688 142,785 112,171 Basic earnings per share from continuing operations (1),(2) $ 0.31 $ 0.36 $ 0.45 $ 0.37 Diluted earnings per share from continuing operations (1),(2) $ 0.31 $ 0.35 $ 0.45 $ 0.36 Quarter Ended (In thousands, except per share data) Dec. 31 Sep. 30 Jun. 30 Mar. 31 2015 Revenue $ 1,748,919 $ 1,831,732 $ 1,838,070 $ 1,773,912 Gross margin 697,327 712,779 723,944 699,479 Operating income 151,671 166,745 200,285 185,926 Net income 95,060 101,346 119,722 107,095 Basic earnings per share from continuing operations (2) $ 0.31 $ 0.33 $ 0.39 $ 0.35 Diluted earnings per share from continuing operations (2) $ 0.31 $ 0.33 $ 0.39 $ 0.35 (1) During the third quarter of 2016, the Company elected to early adopt ASU 2016-09 effective January 1, 2016. The quarterly amounts above reflect the impact of adoption. See Note 4, "Summary of Significant Accounting Policies " for further information. (2) The sum of the quarters may not equal the total of the respective year's earnings per share on either a basic or diluted basis due to changes in weighted average shares outstanding throughout the year. The 2016 amounts presented above include the results of operations of Rhiag, from its acquisition effective March 18, 2016, and PGW, from its acquisition effective April 21, 2016. |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 12 Months Ended |
Dec. 31, 2016 | |
Condensed Consolidating Financial Information [Abstract] | |
Condensed Consolidating Financial Information | Condensed Consolidating Financial Information LKQ Corporation (the "Parent") issued, and certain of its 100% owned subsidiaries (the "Guarantors") have fully and unconditionally guaranteed, jointly and severally, the U.S. Notes due on May 15, 2023. A Guarantor's guarantee will be unconditionally and automatically released and discharged upon the occurrence of any of the following events: (i) a transfer (including as a result of consolidation or merger) by the Guarantor to any person that is not a Guarantor of all or substantially all assets and properties of such Guarantor, provided the Guarantor is also released from its obligations with respect to indebtedness under the Credit Agreement or other indebtedness of ours, which obligation gave rise to the guarantee of the U.S. 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 U.S. 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 U.S. Notes; and (iv) upon legal defeasance, covenant defeasance or satisfaction and discharge of the Indenture, as defined in the Indenture. Presented below are the condensed consolidating financial statements of the Parent, the Guarantors, the non-guarantor subsidiaries (the "Non-Guarantors"), and the elimination entries necessary to present our 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 U.S. 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 revenues and expenses. The condensed consolidating financial statements below have been prepared from our financial information on the same basis of accounting as the consolidated financial statements, and may not necessarily be indicative of the financial position, results of operations or cash flows had the the Parent, the Guarantors and the Non-Guarantors operated as independent entities. LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Income (In thousands) Year Ended December 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 5,467,430 $ 3,301,503 $ (184,902 ) $ 8,584,031 Cost of goods sold — 3,313,503 2,103,727 (184,902 ) 5,232,328 Gross margin — 2,153,927 1,197,776 — 3,351,703 Facility and warehouse expenses — 475,487 213,431 — 688,918 Distribution expenses — 453,192 230,620 — 683,812 Selling, general and administrative expenses 34,163 521,909 430,308 — 986,380 Restructuring and acquisition related expenses — 21,162 16,600 — 37,762 Depreciation and amortization 132 94,165 97,136 — 191,433 Operating (loss) income (34,295 ) 588,012 209,681 — 763,398 Other expense (income): Interest expense 59,415 547 28,301 — 88,263 Intercompany interest (income) expense, net (27,470 ) 17,124 10,346 — — Loss on debt extinguishment 2,894 — 23,756 — 26,650 Gain on foreign exchange contracts - acquisition related (18,342 ) — — — (18,342 ) Gain on bargain purchase — — (8,207 ) — (8,207 ) Interest and other expense (income), net 470 (3,773 ) 1,056 — (2,247 ) Total other expense, net 16,967 13,898 55,252 — 86,117 (Loss) income from continuing operations before (benefit) provision for income taxes (51,262 ) 574,114 154,429 — 677,281 (Benefit) provision for income taxes (20,498 ) 213,794 27,270 — 220,566 Equity in earnings (loss) of unconsolidated subsidiaries (795 ) — 203 — (592 ) Equity in earnings of subsidiaries 487,682 22,314 — (509,996 ) — Income from continuing operations 456,123 382,634 127,362 (509,996 ) 456,123 Income from discontinued operations, net of tax 7,852 7,852 3,285 (11,137 ) 7,852 Net income $ 463,975 $ 390,486 $ 130,647 $ (521,133 ) $ 463,975 LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Income (In thousands) Year Ended December 31, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 4,965,355 $ 2,357,655 $ (130,377 ) $ 7,192,633 Cost of goods sold — 3,010,820 1,478,661 (130,377 ) 4,359,104 Gross margin — 1,954,535 878,994 — 2,833,529 Facility and warehouse expenses — 408,828 147,213 — 556,041 Distribution expenses — 408,112 194,785 — 602,897 Selling, general and administrative expenses 32,946 490,530 304,857 — 828,333 Restructuring and acquisition related expenses — 13,962 5,549 — 19,511 Depreciation and amortization 154 82,058 39,908 — 122,120 Operating (loss) income (33,100 ) 551,045 186,682 — 704,627 Other expense (income): Interest expense 47,626 669 9,565 — 57,860 Intercompany interest (income) expense, net (41,904 ) 28,944 12,960 — — Interest and other expense (income), net 99 (7,414 ) 5,052 — (2,263 ) Total other expense, net 5,821 22,199 27,577 — 55,597 (Loss) income from continuing operations before (benefit) provision for income taxes (38,921 ) 528,846 159,105 — 649,030 (Benefit) provision for income taxes (16,054 ) 205,176 30,581 — 219,703 Equity in earnings (loss) of unconsolidated subsidiaries (1,000 ) 59 (5,163 ) — (6,104 ) Equity in earnings of subsidiaries 447,090 24,632 — (471,722 ) — Net income $ 423,223 $ 348,361 $ 123,361 $ (471,722 ) $ 423,223 LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Income (In thousands) Year Ended December 31, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 4,649,391 $ 2,221,831 $ (131,158 ) $ 6,740,064 Cost of goods sold — 2,813,427 1,405,882 (131,158 ) 4,088,151 Gross margin — 1,835,964 815,949 — 2,651,913 Facility and warehouse expenses — 382,937 143,354 — 526,291 Distribution expenses — 389,430 187,911 — 577,341 Selling, general and administrative expenses 25,770 460,516 276,602 — 762,888 Restructuring and acquisition related expenses — 8,628 6,178 — 14,806 Depreciation and amortization 218 81,253 39,248 — 120,719 Operating (loss) income (25,988 ) 513,200 162,656 — 649,868 Other expense (income): Interest expense 50,636 635 13,271 — 64,542 Intercompany interest (income) expense, net (48,556 ) 23,865 24,691 — — Loss on debt extinguishment 324 — — — 324 Interest and other expense (income), net 230 (8,359 ) 5,243 — (2,886 ) Total other expense, net 2,634 16,141 43,205 — 61,980 (Loss) income from continuing operations before (benefit) provision for income taxes (28,622 ) 497,059 119,451 — 587,888 (Benefit) provision for income taxes (10,536 ) 190,456 24,344 — 204,264 Equity in earnings (loss) of unconsolidated subsidiaries — 40 (2,145 ) — (2,105 ) Equity in earnings of subsidiaries 399,605 28,846 — (428,451 ) — Net income $ 381,519 $ 335,489 $ 92,962 $ (428,451 ) $ 381,519 LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Comprehensive Income (In thousands) Year Ended December 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 463,975 $ 390,486 $ 130,647 $ (521,133 ) $ 463,975 Other comprehensive (loss) income: Foreign currency translation (175,639 ) (48,914 ) (177,911 ) 226,825 (175,639 ) Net change in unrecognized gains/losses on derivative instruments, net of tax 9,023 133 389 (522 ) 9,023 Net change in unrealized gains/losses on pension plans, net of tax 4,911 3,962 1,061 (5,023 ) 4,911 Total other comprehensive loss (161,705 ) (44,819 ) (176,461 ) 221,280 (161,705 ) Total comprehensive income $ 302,270 $ 345,667 $ (45,814 ) $ (299,853 ) $ 302,270 LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Comprehensive Income (In thousands) Year Ended December 31, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 423,223 $ 348,361 $ 123,361 $ (471,722 ) $ 423,223 Other comprehensive (loss) income: Foreign currency translation (69,817 ) (20,359 ) (65,878 ) 86,237 (69,817 ) Net change in unrecognized gains/losses on derivative instruments, net of tax 2,469 — 294 (294 ) 2,469 Net change in unrealized gains/losses on pension plans, net of tax 2,103 — 2,103 (2,103 ) 2,103 Total other comprehensive loss (65,245 ) (20,359 ) (63,481 ) 83,840 (65,245 ) Total comprehensive income $ 357,978 $ 328,002 $ 59,880 $ (387,882 ) $ 357,978 LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Comprehensive Income (In thousands) Year Ended December 31, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 381,519 $ 335,489 $ 92,962 $ (428,451 ) $ 381,519 Other comprehensive (loss) income: Foreign currency translation (51,979 ) (17,710 ) (49,559 ) 67,269 (51,979 ) Net change in unrecognized gains/losses on derivative instruments, net of tax 2,195 — (444 ) 444 2,195 Net change in unrealized gain on pension plans, net of tax (10,452 ) — (10,452 ) 10,452 (10,452 ) Total other comprehensive loss (60,236 ) (17,710 ) (60,455 ) 78,165 (60,236 ) Total comprehensive income $ 321,283 $ 317,779 $ 32,507 $ (350,286 ) $ 321,283 LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Balance Sheets (In thousands) December 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current Assets: Cash and equivalents $ 33,030 $ 35,360 $ 159,010 $ — $ 227,400 Receivables, net — 248,188 612,361 — 860,549 Intercompany receivables, net 2,805 11,237 8,837 (22,879 ) — Inventories — 1,149,763 785,474 — 1,935,237 Prepaid expenses and other current assets 1,640 43,165 42,963 — 87,768 Assets of discontinued operations — 357,788 98,852 — 456,640 Total Current Assets 37,475 1,845,501 1,707,497 (22,879 ) 3,567,594 Property and Equipment, net 239 527,705 283,632 — 811,576 Intangible Assets: Goodwill — 1,851,274 1,203,495 — 3,054,769 Other intangibles, net — 153,689 430,542 — 584,231 Investment in Subsidiaries 5,067,297 242,032 — (5,309,329 ) — Intercompany Notes Receivable 1,510,534 800,283 — (2,310,817 ) — Equity Method Investments — 336 183,131 — 183,467 Other Assets 59,726 25,177 22,347 (5,688 ) 101,562 Total Assets $ 6,675,271 $ 5,445,997 $ 3,830,644 $ (7,648,713 ) $ 8,303,199 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 1,309 $ 244,074 $ 388,390 $ — $ 633,773 Intercompany payables, net 11,237 8,837 2,805 (22,879 ) — Accrued expenses: Accrued payroll-related liabilities 6,404 58,187 54,164 — 118,755 Self-insurance reserves — 39,059 489 — 39,548 Other accrued expenses 5,502 55,228 108,823 — 169,553 Other current liabilities 4,283 18,456 15,204 — 37,943 Current portion of long-term obligations 37,710 1,097 27,302 — 66,109 Liabilities of discontinued operations — 110,890 34,214 — 145,104 Total Current Liabilities 66,445 535,828 631,391 (22,879 ) 1,210,785 Long-Term Obligations, Excluding Current Portion 2,371,578 8,356 895,728 — 3,275,662 Intercompany Notes Payable 750,000 1,074,218 486,599 (2,310,817 ) — Deferred Income Taxes — 95,765 109,580 (5,688 ) 199,657 Other Noncurrent Liabilities 44,299 90,722 39,125 — 174,146 Stockholders’ Equity 3,442,949 3,641,108 1,668,221 (5,309,329 ) 3,442,949 Total Liabilities and Stockholders' Equity $ 6,675,271 $ 5,445,997 $ 3,830,644 $ (7,648,713 ) $ 8,303,199 LKQ CORPORATION AND SUBSIDIARIES 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 — 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 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 ) — Equity Method Investments — 628 2,127 — 2,755 Other Assets 35,649 27,556 16,091 (5,856 ) 73,440 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 Self-insurance reserves — 37,499 260 — 37,759 Other accrued expenses 5,399 43,387 75,680 — 124,466 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 Condensed Consolidating Statements of Cash Flows (In thousands) Year Ended December 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 308,299 $ 539,318 $ 99,894 $ (312,497 ) $ 635,014 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (36 ) (120,761 ) (86,277 ) — (207,074 ) Investment and intercompany note activity with subsidiaries (1,720,732 ) — — 1,720,732 — Acquisitions, net of cash acquired — (685,278 ) (664,061 ) — (1,349,339 ) Proceeds from foreign exchange contracts 18,342 — — — 18,342 Other investing activities, net 3 (2,447 ) (169,413 ) — (171,857 ) Net cash used in investing activities (1,702,423 ) (808,486 ) (919,751 ) 1,720,732 (1,709,928 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 7,963 — — — 7,963 Taxes paid related to net share settlements of stock-based compensation awards (4,438 ) — — — (4,438 ) Debt issuance costs (7,104 ) — (9,450 ) — (16,554 ) Proceeds from issuance of Euro notes — — 563,450 — 563,450 Borrowings under revolving credit facilities 1,744,408 — 892,188 — 2,636,596 Repayments under revolving credit facilities (654,000 ) — (1,094,664 ) — (1,748,664 ) Borrowings under term loans 332,954 — 249,161 — 582,115 Repayments under term loans (10,898 ) — (244,894 ) — (255,792 ) Borrowings under receivables securitization facility — — 106,400 — 106,400 Repayments under receivables securitization facility — — (69,400 ) — (69,400 ) Repayments of other debt, net 653 (2,935 ) (28,874 ) — (31,156 ) Repayment of Rhiag debt and related payments — — (543,347 ) — (543,347 ) Payments of other obligations — (1,436 ) — (1,436 ) Investment and intercompany note activity with parent — 608,270 1,112,462 (1,720,732 ) — Dividends — (312,497 ) — 312,497 — Net cash provided by financing activities 1,409,538 291,402 933,032 (1,408,235 ) 1,225,737 Effect of exchange rate changes on cash and equivalents — (157 ) (3,547 ) — (3,704 ) Net increase in cash and equivalents 15,414 22,077 109,628 — 147,119 Cash and equivalents, beginning of period 17,616 13,432 56,349 — 87,397 Cash and equivalents of continuing and discontinued operations, end of period 33,030 35,509 165,977 — 234,516 Less: Cash and equivalents of discontinued operations, end of period — (149 ) (6,967 ) — (7,116 ) Cash and equivalents, end of period $ 33,030 $ 35,360 $ 159,010 $ — $ 227,400 LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In thousands) Year Ended December 31, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 262,812 $ 393,422 $ 136,361 $ (248,313 ) $ 544,282 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (1 ) (85,868 ) (84,621 ) — (170,490 ) Investment and intercompany note activity with subsidiaries (66,712 ) — — 66,712 — Acquisitions, net of cash acquired — (118,963 ) (41,554 ) — (160,517 ) Other investing activities, net — 5,446 (4,432 ) — 1,014 Net cash used in investing activities (66,713 ) (199,385 ) (130,607 ) 66,712 (329,993 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 8,168 — — — 8,168 Taxes paid related to net share settlements of stock-based compensation awards (7,581 ) — — — (7,581 ) Debt issuance costs — — (97 ) — (97 ) Borrowings under revolving credit facilities 212,000 — 101,142 — 313,142 Repayments under revolving credit facilities (352,000 ) — (93,282 ) — (445,282 ) Repayments under term loans (22,500 ) — — — (22,500 ) Borrowings under receivables securitization facility — — 3,858 — 3,858 Repayments under receivables securitization facility — — (35,758 ) — (35,758 ) Repayments (borrowings) of other debt, net (31,500 ) (3,457 ) 5,261 — (29,696 ) Payments of other obligations — (21,896 ) (895 ) — (22,791 ) Investment and intercompany note activity with parent — 60,910 5,802 (66,712 ) — Dividends — (248,313 ) — 248,313 — Net cash used in financing activities (193,413 ) (212,756 ) (13,969 ) 181,601 (238,537 ) Effect of exchange rate changes on cash and equivalents — 48 (3,008 ) — (2,960 ) Net increase (decrease) in cash and equivalents 2,686 (18,671 ) (11,223 ) — (27,208 ) Cash and equivalents, beginning of period 14,930 32,103 67,572 — 114,605 Cash and equivalents, end of period $ 17,616 $ 13,432 $ 56,349 $ — $ 87,397 LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In thousands) Year Ended December 31, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ 289,035 $ 427,249 $ (53,348 ) $ (274,225 ) $ 388,711 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (44 ) (85,182 ) (55,724 ) — (140,950 ) Investment and intercompany note activity with subsidiaries (477,007 ) (608 ) — 477,615 — Acquisitions, net of cash acquired — (635,171 ) (140,750 ) — (775,921 ) Other investing activities, net — 768 (4,891 ) — (4,123 ) Net cash used in investing activities (477,051 ) (720,193 ) (201,365 ) 477,615 (920,994 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 9,324 — — — 9,324 Taxes paid related to net share settlements of stock-based compensation awards (443 ) — — — (443 ) Debt issuance costs (3,675 ) — (75 ) — (3,750 ) Borrowings under revolving credit facilities 867,000 — 720,644 — 1,587,644 Repayments under revolving credit facilities (727,000 ) — (371,518 ) — (1,098,518 ) Borrowings under term loans 11,250 — — — 11,250 Repayments under term loans (16,875 ) — — — (16,875 ) Borrowings under receivables securitization facility — — 95,050 — 95,050 Repayments under receivables securitization facility — — (150 ) — (150 ) Repayments of other debt, net (1,921 ) (2,310 ) (35,820 ) — (40,051 ) Payments of other obligations — (464 ) (41,528 ) — (41,992 ) Other financing activities, net (12,640 ) 12,340 — — (300 ) Investment and intercompany note activity with parent — 576,384 (98,769 ) (477,615 ) — Dividends — (274,225 ) — 274,225 — Net cash provided by financing activities 125,020 311,725 267,834 (203,390 ) 501,189 Effect of exchange rate changes on cash and equivalents — (371 ) (4,418 ) — (4,789 ) Net (decrease) increase in cash and equivalents (62,996 ) 18,410 8,703 — (35,883 ) Cash and equivalents, beginning of period 77,926 13,693 58,869 — 150,488 Cash and equivalents, end of period $ 14,930 $ 32,103 $ 67,572 $ — $ 114,605 |
Schedule II-Valuation and Quali
Schedule II-Valuation and Qualifying Accounts and Reserves Schedule II-Valuation and Qualifying Accounts and Reserves Schedule II-Valuation and Qualifying Accounts and Reserves Schedule II-Valuation and Qualifying Accounts and Reserves (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II-Valuation and Qualifying Accounts and Reserves | Schedule II—Valuation and Qualifying Accounts and Reserves (in thousands) Descriptions Balance at Additions Deductions Acquisitions and Balance at End ALLOWANCE FOR DOUBTFUL ACCOUNTS: Year ended December 31, 2016 $ 24,583 $ 13,280 $ (21,829 ) $ 29,574 $ 45,608 Year ended December 31, 2015 19,426 13,654 (9,486 ) 989 24,583 Year ended December 31, 2014 14,360 9,814 (9,184 ) 4,436 19,426 ALLOWANCE FOR ESTIMATED RETURNS, DISCOUNTS & ALLOWANCES: Year ended December 31, 2016 32,774 $ 1,088,426 $ (1,090,555 ) $ 7,700 $ 38,345 Year ended December 31, 2015 31,288 1,049,987 (1,051,439 ) 2,938 32,774 Year ended December 31, 2014 26,636 955,615 (961,658 ) 10,695 31,288 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of LKQ Corporation and its subsidiaries. All intercompany transactions and accounts have been eliminated. |
Use of Estimates | Use of Estimates In preparing our financial statements in conformity with accounting principles generally accepted in the United States of America, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
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 $38.3 million and $32.8 million at December 31, 2016 and 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 Consolidated Statements of Income and are shown as a current liability on our 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. Revenue also includes amounts billed to customers for shipping and handling. Distribution expenses in the accompanying Consolidated Statements of Income are the costs incurred to prepare and deliver products to customers. |
Receivables and Allowance for Doubtful Accounts | Receivables and Allowance for Doubtful Accounts In the normal course of business, we extend credit to customers after a review of each customer's credit history. We recorded a reserve for uncollectible accounts of approximately $45.6 million and $24.6 million at December 31, 2016 and 2015 , respectively. The reserve is based upon the aging of the accounts receivable, our assessment of the collectability of specific customer accounts and historical experience. Receivables are written off once collection efforts have been exhausted. Recoveries of receivables previously written off are recorded when received. Our March 2016 acquisition of Rhiag and our April 2016 acquisition of PGW contributed $23.0 million and $1.4 million , respectively, to our reserve for uncollectible accounts. See Note 2, "Business Combinations " for further information on our acquisitions. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject us to significant concentration of credit risk consist primarily of cash and equivalents and accounts receivable. We control our exposure to credit risk associated with these instruments by (i) placing our cash and equivalents with several major financial institutions; (ii) holding high-quality financial instruments; and (iii) maintaining strict policies over credit extension that include credit evaluations, credit limits and monitoring procedures. In addition, our overall credit risk with respect to accounts receivable is limited to some extent because our customer base is composed of a large number of geographically diverse customers |
Inventory | Inventories We classify our inventory into the following categories: (i) aftermarket and refurbished products and (ii) salvage and remanufactured products. An aftermarket product is a new vehicle product manufactured by a company other than the original equipment manufacturer. For all of our aftermarket products, excluding our aftermarket automotive glass products, cost is established based on the average price we pay for parts; for our aftermarket automotive glass products inventory, cost is established using the first-in first-out method. Inventory cost for all of our aftermarket products includes expenses incurred for freight in and overhead costs; for items purchased from foreign companies, import fees and duties and transportation insurance are also included. Refurbished products are parts that require cosmetic repairs, such as wheels, bumper covers and lights; LKQ will apply new parts, products or materials to these parts in order to produce the finished product. Refurbished inventory cost is based on the average price we pay for cores, which are recycled automotive parts that are not suitable for sale as a replacement part without further processing. The cost of our refurbished inventory also includes expenses incurred for freight in, labor and other overhead costs. A salvage product is a recycled vehicle part suitable for sale as a replacement part. Cost is established based upon the price we pay for a vehicle, including auction, storage and towing fees, as well as expenditures for buying and dismantling the vehicle. Inventory carrying value is determined using the average cost to sales percentage at each of our facilities and applying that percentage to the facility's inventory at expected selling prices, the assessment of which incorporates the sales probability based on a part's number of days in stock and historical demand. The average cost to sales percentage is derived from each facility's historical profitability for salvage vehicles. Remanufactured products are used parts that have been inspected, rebuilt, or reconditioned to restore functionality and performance, such as remanufactured engines and transmissions. Remanufactured inventory cost is based upon the price paid for cores, and also includes expenses incurred for freight in, direct manufacturing costs and overhead expenses. For all inventory, carrying value is recorded at the lower of cost or market and is reduced to reflect current anticipated demand. If actual demand is lower than our estimates, additional reductions to inventory carrying value would be necessary in the period such determination is made. Inventories consist of the following (in thousands): December 31, 2016 2015 Aftermarket and refurbished products $ 1,540,257 $ 1,146,162 Salvage and remanufactured products 394,980 410,390 Total inventories $ 1,935,237 $ 1,556,552 Our acquisitions completed during 2016 , including our March 2016 acquisition of Rhiag and our April 2016 acquisition of PGW, contributed $387.4 million to our aftermarket and refurbished products inventory and $5.7 million to our salvage and remanufactured products inventory. See Note 2, "Business Combinations " for further information on our acquisitions. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Expenditures for major additions and improvements that extend the useful life of the related asset are capitalized. As property and equipment are sold or retired, the applicable cost and accumulated depreciation are removed from the accounts and any resulting gain or loss thereon is recognized. Construction in progress consists primarily of building and land improvements at our existing facilities. Depreciation is calculated using the straight-line method over the estimated useful lives or, in the case of leasehold improvements, the term of the related lease and reasonably assured renewal periods, if shorter. Our estimated useful lives are as follows: Land improvements 10-20 years Buildings and improvements 20-40 years Machinery and equipment 3-20 years Computer equipment and software 3-10 years Vehicles and trailers 3-10 years Furniture and fixtures 5-7 years Property and equipment consists of the following (in thousands): December 31, 2016 2015 Land and improvements $ 127,211 $ 118,420 Buildings and improvements 209,773 183,480 Machinery and equipment 429,446 355,313 Computer equipment and software 120,316 130,363 Vehicles and trailers 138,263 101,201 Furniture and fixtures 28,405 24,332 Leasehold improvements 152,356 140,732 1,205,770 1,053,841 Less—Accumulated depreciation (495,644 ) (437,946 ) Construction in progress 101,450 80,672 Total property and equipment, net $ 811,576 $ 696,567 We record depreciation expense within Depreciation and Amortization on our Consolidated Statements of Income. Additionally, included in Cost of Goods Sold on the Consolidated Statements of Income is depreciation expense associated with our refurbishing, remanufacturing, and furnace operations as well as our distribution centers. Total depreciation expense for the years ended December 31, 2016, 2015 and 2014 was $114.8 million , $94.4 million , and $90.9 million , respectively. |
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. Goodwill is tested for impairment at least annually, and we performed annual impairment tests during the fourth quarters of 2016 , 2015 and 2014 . The results of all of these tests indicated that goodwill was not impaired. Goodwill impairment testing may also be performed on an interim basis when events or circumstances arise that may lead to impairment. We noted that the proximity of the PGW acquisition to the goodwill testing date resulted in a fair value estimate for the Glass aftermarket reporting unit that exceeded the carrying value by less than 10% . This aligns with our expectations as there has not been a significant change in the value of the business since the acquisition date while we continue to execute our integration plans. The changes in the carrying amount of goodwill by reportable segment are as follows (in thousands): North America Europe Specialty Total Balance as of January 1, 2014 $ 1,358,937 $ 578,507 $ — $ 1,937,444 Business acquisitions and adjustments to previously recorded goodwill 43,752 91,916 280,035 415,703 Exchange rate effects (10,657 ) (53,604 ) 9 (64,252 ) Balance as of December 31, 2014 $ 1,392,032 $ 616,819 $ 280,044 $ 2,288,895 Business acquisitions and adjustments to previously recorded goodwill 72,355 21,217 (1,397 ) 92,175 Exchange rate effects (18,537 ) (43,554 ) 267 (61,824 ) Balance as of December 31, 2015 $ 1,445,850 $ 594,482 $ 278,914 $ 2,319,246 Business acquisitions and adjustments to previously recorded goodwill 226,483 614,437 1,889 842,809 Exchange rate effects 1,818 (108,943 ) (161 ) (107,286 ) Balance as of December 31, 2016 $ 1,674,151 $ 1,099,976 $ 280,642 $ 3,054,769 During the year ended December 31, 2016, we recorded $585.4 million of goodwill related to our acquisition of Rhiag and $205.1 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): December 31, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trade names and trademarks $ 286,008 $ (51,104 ) $ 234,904 $ 172,219 $ (43,458 ) $ 128,761 Customer and supplier relationships 395,284 (92,079 ) 303,205 95,508 (41,007 ) 54,501 Software and other technology related assets 77,329 (35,648 ) 41,681 44,500 (17,844 ) 26,656 Covenants not to compete 11,726 (7,285 ) 4,441 10,774 (5,575 ) 5,199 $ 770,347 $ (186,116 ) $ 584,231 $ 323,001 $ (107,884 ) $ 215,117 The components of other intangibles acquired during the years ended December 31, 2016 and 2015 include the following (in thousands): Year Ended Year Ended December 31, 2016 December 31, 2015 Rhiag PGW Other Acquisitions Total All Acquisitions (1) Trade names and trademarks $ 127,351 $ 5,500 $ 1,015 $ 133,866 $ 3,555 Customer and supplier relationships 291,893 29,700 — 321,593 4,601 Software and other technology related assets 10,116 1,154 1,420 12,690 1,213 Covenants not to compete — 1,600 102 1,702 557 $ 429,360 $ 37,954 $ 2,537 $ 469,851 $ 9,926 (1) I ncludes adjustments to certain preliminary intangible asset valuations from our 2014 acquisitions. Our estimated useful lives for our finite lived intangible assets are as follows: Method of Amortization Useful Life Trade names and trademarks Straight-line 4-30 years Customer and supplier relationships Accelerated 4-20 years Software and other technology related assets Straight-line 3-6 years Covenants not to compete Straight-line 1-5 years Amortization expense for intangibles was $83.5 million , $33.8 million and $34.5 million during the years ended December 31, 2016 , 2015 and 2014 , respectively. Estimated amortization expense for each of the five years in the period ending December 31, 2021 is $90.7 million , $75.5 million , $62.2 million , $49.0 million and $41.5 million , respectively. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. Other than the impairment recorded upon recognition of the PGW glass manufacturing business net assets as held for sale as discussed in Note 3, "Discontinued Operations ," there were no material adjustments to the carrying value of long-lived assets during the years ended December 31, 2016 , 2015 or 2014 . |
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. Our warranty reserve is recorded within Other accrued expenses and Other Noncurrent Liabilities on our Consolidated Balance Sheets based on the expected timing of the related payments. The changes in the warranty reserve are as follows (in thousands): Balance as of January 1, 2015 $ 14,881 Warranty expense 33,727 Warranty claims (31,245 ) Balance as of December 31, 2015 $ 17,363 Warranty expense 32,096 Warranty claims (29,825 ) Balance as of December 31, 2016 $ 19,634 |
Self-Insurance Reserves | Self-Insurance Reserves We self-insure a portion of employee medical benefits under the terms of our employee health insurance program. We purchase certain stop-loss insurance to limit our liability exposure. We also self-insure a portion of our property and casualty risk, which includes automobile liability, general liability, directors and officers liability, workers' compensation, and property coverage, under deductible insurance programs. The insurance premium costs are expensed over the contract periods. A reserve for liabilities associated with these losses is established for claims filed and claims incurred but not yet reported based upon our estimate of ultimate cost, which is calculated using analysis of historical data. We monitor new claims and claim development as well as trends related to the claims incurred but not reported in order to assess the adequacy of our insurance reserves. Total self-insurance reserves were $84.5 million and $78.4 million , of which $39.5 million and $37.8 million was classified as current as of December 31, 2016 and 2015 , respectively. The remaining balances of self-insurance reserves are classified as Other Noncurrent Liabilities, which reflects management's estimates of when claims will be paid. We had outstanding letters of credit of $70.5 million and $64.9 million at December 31, 2016 and 2015 , respectively, to guarantee self-insurance claims payments. While we do not expect the amounts ultimately paid to differ significantly from our estimates, our insurance reserves and corresponding expenses could be affected if future claims experience differs significantly from historical trends and assumptions. |
Income Taxes | Income Taxes Current income taxes are provided on income reported for financial reporting purposes, adjusted for transactions that do not enter into the computation of income taxes payable in the same year. Deferred income taxes have been provided to show the effect of temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before we are able to realize their benefit or that future deductibility is uncertain. We recognize the benefits of uncertain tax positions taken or expected to be taken in tax returns in the provision for income taxes only for those positions that are more likely than not to be realized. We follow a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. Our policy is to include interest and penalties associated with income tax obligations in income tax expense. U.S. federal income taxes are not provided on our interest in undistributed earnings of foreign subsidiaries when it is management's intent that such earnings will remain invested in those subsidiaries or other foreign subsidiaries. Taxes will be provided on these earnings in the period in which a decision is made to repatriate the earnings. |
Investment in Unconsolidated Subsidiary | Investments in Unconsolidated Subsidiaries Our investment in unconsolidated subsidiaries was $183.5 million as of December 31, 2016. On December 1, 2016, we acquired a 26.5% equity interest in Mekonomen AB ("Mekonomen") from AxMeko AB, an affiliate of Axel Johnson AB, for an aggregate purchase price of $181.3 million . Headquartered in Stockholm, Sweden, Mekonomen is the leading independent car parts and service chain in the Nordic region of Europe, offering a wide range of products including spare parts and accessories for cars, and workshop services for consumers and businesses. We are accounting for our interest in Mekonomen using the equity method of accounting, as our investment gives us the ability to exercise significant influence, but not control, over the investee. We are reporting our equity in the net earnings of Mekonomen on a one quarter lag, and therefore we recorded no equity in earnings for this investment in 2016. In February 2016, we sold our investment in ACM Parts Pty Ltd. Our remaining investments in unconsolidated subsidiaries and equity in earnings of the investees as of and for the year ended December 31, 2016 were immaterial. |
Rental Expense | Rental Expense We recognize rental expense on a straight-line basis over the respective lease terms, including reasonably assured renewal periods, for all of our operating leases. |
Foreign Currency Translation | Foreign Currency Translation For most of our foreign operations, the local currency is the functional currency. Assets and liabilities are translated into U.S. dollars at the period-ending exchange rate. Statements of Income amounts are translated to U.S. dollars using monthly average exchange rates during the period. Translation gains and losses are reported as a component of Accumulated Other Comprehensive Income (Loss) in stockholders' equity. |
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"). 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. The FASB has issued several updates to ASU 2014-09. ASU 2014-09 will be effective for the Company during the first quarter of our fiscal year 2018. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. We will continue to evaluate the potential effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures; however, we do not plan to early adopt. Entities adopting the standard have the option of using either a full retrospective or modified retrospective approach in the application of this guidance. We are still determining which method of transition we will follow. We are currently in the process of completing customer contract reviews, determining necessary adjustments to existing accounting policies, evaluating new disclosure requirements and identifying and implementing changes to business processes as deemed necessary to support recognition and disclosure under the new guidance. Based on our preliminary assessment, we do not expect a significant impact for the majority of our revenue transactions as they generally consist of single performance obligations to transfer promised goods or services; however, we do expect the new guidance will change the way we present sales returns in our consolidated financial statements. We are still in the process of determining the magnitude of impact for this change. 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 adjustment 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"), to 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. While we do not anticipate the adoption of this accounting standard to have a material impact to our consolidated statements of income at this time, this conclusion may change as we finalize our assessment. In order to assist in our timely implementation of the new standard, we have purchased new software to track our leases. We have engaged a third party to assist with the implementation of the new software with an expectation to complete the implementation by the end of 2017. 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 third quarter of 2016, the Company elected to early adopt ASU 2016-09 effective January 1, 2016. With the adoption of ASU 2016-09, excess tax benefits are recognized as a component of the income tax provision, whereas these amounts were previously recognized in equity. See Note 13, "Income Taxes " for the impact on our tax provision for the year ended December 31, 2016 as a result of adopting this accounting standard. Within the Consolidated Statements of Cash Flows, excess tax benefits are now presented as an operating activity, rather than a financing activity. The presentation of excess tax benefits on share-based payments was adjusted retrospectively within the Consolidated Statements of Cash Flows, resulting in a $14.4 million and a $17.8 million increase in operating cash flows for the years ended December 31, 2015 and 2014, respectively, with a corresponding decrease to financing cash flows. In March 2016, the FASB issued Accounting Standards Update No. 2016-05, "Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships" ("ASU 2016-05"), which clarifies that a change in a hedging derivative's counterparty would not in and of itself be considered a termination of a derivative instrument or a change in the critical terms of a hedging relationship. The ASU also clarifies that an entity should continue to assess the creditworthiness of the derivative counterparty, as a difference in creditworthiness could cause the hedging relationship to be less than highly effective which would trigger dedesignation of the hedging relationship. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 31, 2016; early adoption and prospective application is permitted. We will consider this guidance going-forward if a novation occurs related to any of our derivative contracts described in Note 10, "Derivative Instruments and Hedging Activities." 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. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, "Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"), which simplifies the accounting for goodwill impairment by eliminating step 2 from the goodwill impairment test. Under the new guidance, if the carrying value of a reporting unit exceeds the fair value, an impairment loss will be recognized for the amount of that excess, limited to the goodwill allocated to that reporting unit. This ASU is effective for fiscal years and any interim impairment tests for periods beginning after December 15, 2019; early adoption is permitted for entities with annual and interim impairment tests occurring after January 1, 2017. The guidance requires adoption on a prospective basis. At this time, we do not expect adoption of this standard to have a significant impact on our financial position, results of operations, or cash flows. |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Purchase Price Allocations For Acquisitions | The purchase price allocations for the acquisitions completed during 2016 and 2015 are as follows (in thousands): Year Ended Year Ended December 31, 2016 December 31, 2015 Rhiag PGW (1) Other Acquisitions Total All Acquisitions Receivables $ 230,670 $ 136,523 $ 13,216 $ 380,409 $ 29,628 Receivable reserves (28,242 ) (7,135 ) (794 ) (36,171 ) (3,926 ) Inventories (2) 239,529 169,159 62,223 470,911 79,646 Prepaid expenses and other current assets 10,793 42,573 4,445 57,811 3,337 Property and equipment 56,774 225,645 17,140 299,559 11,989 Goodwill 585,415 205,058 52,336 842,809 92,175 Other intangibles 429,360 37,954 2,537 469,851 9,926 Other assets (3) 2,092 57,671 (133 ) 59,630 5,166 Deferred income taxes (110,791 ) 17,506 (1,000 ) (94,285 ) 4,102 Current liabilities assumed (239,665 ) (168,332 ) (42,290 ) (450,287 ) (39,191 ) Debt assumed (550,843 ) (4,027 ) (2,378 ) (557,248 ) (2,365 ) Other noncurrent liabilities assumed (23,085 ) (50,847 ) (103 ) (74,035 ) (2,651 ) Other purchase price obligations — — (6,698 ) (6,698 ) (21,199 ) Notes issued — — (4,087 ) (4,087 ) (4,296 ) Settlement of pre-existing balances (591 ) — (32 ) (623 ) (1,073 ) Gain on bargain purchase — — (8,207 ) (8,207 ) — Cash used in acquisitions, net of cash acquired $ 601,416 $ 661,748 $ 86,175 $ 1,349,339 $ 161,268 |
Pro Forma Effect Of Businesses Acquired | The following pro forma summary presents the effect of the businesses acquired during the year ended December 31, 2016 as though the businesses had been acquired as of January 1, 2015 , the businesses acquired during the year ended December 31, 2015 as though they had been acquired as of January 1, 2014 and the businesses acquired during the year ended December 31, 2014 as though they had been acquired as of January 1, 2013 . The pro forma adjustments are based upon unaudited financial information of the acquired entities (in thousands, except per share data): Year Ended December 31, 2016 2015 2014 Revenue, as reported $ 8,584,031 $ 7,192,633 $ 6,740,064 Revenue of purchased businesses for the period prior to acquisition: Rhiag 213,376 994,903 — PGW (1) 102,540 339,012 — Keystone Specialty — — 3,443 Other acquisitions 265,717 615,140 676,965 Pro forma revenue $ 9,165,664 $ 9,141,688 $ 7,420,472 Income from continuing operations, as reported $ 456,123 $ 423,223 $ 381,519 Income from continuing operations of purchased businesses for the period prior to acquisition, and pro forma purchase accounting adjustments: Rhiag (662 ) 10,310 — PGW (1),(2) 7,574 3,334 — Keystone Specialty — — 521 Other acquisitions (3) (807 ) 15,266 18,371 Acquisition related expenses, net of tax (4) 11,034 1,830 2,295 Pro forma income from continuing operations $ 473,262 $ 453,963 $ 402,706 Earnings per share from continuing operations, basic - as reported $ 1.49 $ 1.39 $ 1.26 Effect of purchased businesses for the period prior to acquisition: Rhiag (0.00) 0.03 — PGW (1),(2) 0.02 0.01 — Keystone Specialty — — 0.00 Other acquisitions (0.00) 0.05 0.06 Acquisition related expenses, net of tax (4) 0.04 0.01 0.01 Pro forma earnings per share from continuing operations, basic (5) $ 1.54 $ 1.49 $ 1.33 Earnings per share from continuing operations, diluted - as reported $ 1.47 $ 1.38 $ 1.25 Effect of purchased businesses for the period prior to acquisition: Rhiag (0.00) 0.03 — PGW (1),(2) 0.02 0.01 — Keystone Specialty — — 0.00 Other acquisitions (0.00) 0.05 0.06 Acquisition related expenses, net of tax (4) 0.04 0.01 0.01 Pro forma earnings per share from continuing operations, diluted (5) $ 1.53 $ 1.48 $ 1.31 (1) PGW reflects the results for the continuing aftermarket glass distribution business only. (2) Excludes $17.8 million and $5.4 million of corporate costs for 2015 and 2016, respectively, that we do not expect to incur going forward as a result of the sale of our glass manufacturing business. (3) The 2014 pro forma impact of our other acquisitions includes an adjustment for intercompany sales between Sator and the five Netherlands distributors that would have been reflected as intercompany transactions if the acquisitions had occurred on January 1, 2013. Our cost of sales in the initial months after the acquisitions reflects the increased valuation of acquired inventory, which has the impact of temporarily reducing our gross margin. Moving this negative gross margin impact to the year ended December 31, 2013 for our pro forma disclosure has the effect of increasing our pro forma net income during the year ended December 31, 2014. (4) Includes expenses related to acquisitions closed in the period and excludes expenses for acquisitions not yet completed. (5) The sum of the individual earnings per share amounts may not equal the total due to rounding. |
Discontinued Operations Discont
Discontinued Operations Discontinued Operations Income statement (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | Period from April 21 to December 31, 2016 Revenue $ 498,233 Cost of goods sold (424,161 ) Operating expenses (22,330 ) Impairment on net assets of discontinued operations (26,677 ) (1) Operating income 25,065 Interest and other expenses, net (9,136 ) (2) Income from discontinued operations before taxes 15,929 Provision for taxes (8,252 ) Equity in earnings of unconsolidated subsidiaries 175 Income from discontinued operations, net of tax $ 7,852 |
Cash flow from discontinued operations [Table Text Block] | Period from April 21 to December 31, 2016 Non-cash operating activities: Depreciation and amortization $ 7,752 Impairment on net assets of discontinued operations 26,677 Deferred income taxes (4,516 ) Capital expenditures (24,156 ) Investments in unconsolidated subsidiaries (4,400 ) |
Fair Value, by Balance Sheet Grouping [Table Text Block] | December 31, 2016 Cash and equivalents $ 7,116 Receivables, net 77,442 Inventories 71,952 Prepaid expenses and other current assets 42,426 Property, plant and equipment, net 199,136 Other assets 64,166 Valuation allowance (5,598 ) Total assets from discontinued operations $ 456,640 Accounts payable $ 72,696 Other current liabilities 37,104 Long-term obligations 1,648 Other noncurrent liabilities (includes pension and post-retirement obligations) 33,656 Total liabilities from discontinued operations 145,104 Net assets from discontinued operations $ 311,536 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
New Accounting Pronouncement, Early Adoption [Line Items] | |
Schedule of Estimated Useful Lives, Finite Lived Intangible Assets [Table Text Block] | Our estimated useful lives for our finite lived intangible assets are as follows: Method of Amortization Useful Life Trade names and trademarks Straight-line 4-30 years Customer and supplier relationships Accelerated 4-20 years Software and other technology related assets Straight-line 3-6 years Covenants not to compete Straight-line 1-5 years |
Schedule Of Inventory | Inventories consist of the following (in thousands): December 31, 2016 2015 Aftermarket and refurbished products $ 1,540,257 $ 1,146,162 Salvage and remanufactured products 394,980 410,390 Total inventories $ 1,935,237 $ 1,556,552 |
Schedule Of Estimated Useful Lives | Our estimated useful lives are as follows: Land improvements 10-20 years Buildings and improvements 20-40 years Machinery and equipment 3-20 years Computer equipment and software 3-10 years Vehicles and trailers 3-10 years Furniture and fixtures 5-7 years |
Schedule Of Property And Equipment | Property and equipment consists of the following (in thousands): December 31, 2016 2015 Land and improvements $ 127,211 $ 118,420 Buildings and improvements 209,773 183,480 Machinery and equipment 429,446 355,313 Computer equipment and software 120,316 130,363 Vehicles and trailers 138,263 101,201 Furniture and fixtures 28,405 24,332 Leasehold improvements 152,356 140,732 1,205,770 1,053,841 Less—Accumulated depreciation (495,644 ) (437,946 ) Construction in progress 101,450 80,672 Total property and equipment, net $ 811,576 $ 696,567 |
Changes In Carrying Amount Of Goodwill | The changes in the carrying amount of goodwill by reportable segment are as follows (in thousands): North America Europe Specialty Total Balance as of January 1, 2014 $ 1,358,937 $ 578,507 $ — $ 1,937,444 Business acquisitions and adjustments to previously recorded goodwill 43,752 91,916 280,035 415,703 Exchange rate effects (10,657 ) (53,604 ) 9 (64,252 ) Balance as of December 31, 2014 $ 1,392,032 $ 616,819 $ 280,044 $ 2,288,895 Business acquisitions and adjustments to previously recorded goodwill 72,355 21,217 (1,397 ) 92,175 Exchange rate effects (18,537 ) (43,554 ) 267 (61,824 ) Balance as of December 31, 2015 $ 1,445,850 $ 594,482 $ 278,914 $ 2,319,246 Business acquisitions and adjustments to previously recorded goodwill 226,483 614,437 1,889 842,809 Exchange rate effects 1,818 (108,943 ) (161 ) (107,286 ) Balance as of December 31, 2016 $ 1,674,151 $ 1,099,976 $ 280,642 $ 3,054,769 |
Components Of Other Intangibles | The components of other intangibles are as follows (in thousands): December 31, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trade names and trademarks $ 286,008 $ (51,104 ) $ 234,904 $ 172,219 $ (43,458 ) $ 128,761 Customer and supplier relationships 395,284 (92,079 ) 303,205 95,508 (41,007 ) 54,501 Software and other technology related assets 77,329 (35,648 ) 41,681 44,500 (17,844 ) 26,656 Covenants not to compete 11,726 (7,285 ) 4,441 10,774 (5,575 ) 5,199 $ 770,347 $ (186,116 ) $ 584,231 $ 323,001 $ (107,884 ) $ 215,117 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The components of other intangibles acquired during the years ended December 31, 2016 and 2015 include the following (in thousands): Year Ended Year Ended December 31, 2016 December 31, 2015 Rhiag PGW Other Acquisitions Total All Acquisitions (1) Trade names and trademarks $ 127,351 $ 5,500 $ 1,015 $ 133,866 $ 3,555 Customer and supplier relationships 291,893 29,700 — 321,593 4,601 Software and other technology related assets 10,116 1,154 1,420 12,690 1,213 Covenants not to compete — 1,600 102 1,702 557 $ 429,360 $ 37,954 $ 2,537 $ 469,851 $ 9,926 |
Changes In Warranty Reserve | The changes in the warranty reserve are as follows (in thousands): Balance as of January 1, 2015 $ 14,881 Warranty expense 33,727 Warranty claims (31,245 ) Balance as of December 31, 2015 $ 17,363 Warranty expense 32,096 Warranty claims (29,825 ) Balance as of December 31, 2016 $ 19,634 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | The following table summarizes activity related to our RSUs under the Equity Incentive Plan: Number Outstanding Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) (1) Unvested as of January 1, 2016 1,981,292 $ 24.19 Granted 976,318 $ 29.05 Vested (996,607 ) $ 22.30 Forfeited / Canceled (87,266 ) $ 27.15 Unvested as of December 31, 2016 1,873,737 $ 27.58 Expected to vest after December 31, 2016 1,723,579 $ 27.45 2.4 $ 52,828 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes activity related to our stock options under the Equity Incentive Plan: 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 Exercised (1,124,317 ) $ 7.08 $ 27,844 Forfeited / Canceled (18,418 ) $ 24.14 Balance as of December 31, 2016 2,623,217 $ 9.19 2.3 $ 56,427 Exercisable as of December 31, 2016 2,543,299 $ 8.46 2.3 $ 56,427 Exercisable as of December 31, 2016 and expected to vest thereafter 2,623,217 $ 9.19 2.3 $ 56,427 |
Schedule Of Pre-Tax Stock-Based Compensation Expense | The components of pre-tax stock-based compensation expense for our continuing operations are as follows (in thousands): Year Ended December 31, 2016 2015 2014 RSUs $ 22,183 $ 21,058 $ 18,965 Stock options and other 162 278 3,056 Total stock-based compensation expense $ 22,345 $ 21,336 $ 22,021 |
Schedule Of Stock-Based Compensation Expense Included In Statements Of Income | The following table sets forth the classification of total stock-based compensation expense included in our Consolidated Statements of Income for our continuing operations (in thousands): Year Ended December 31, 2016 2015 2014 Cost of goods sold $ 407 $ 358 $ 410 Facility and warehouse expenses 3,980 2,271 2,195 Selling, general and administrative expenses 17,958 18,707 19,416 22,345 21,336 22,021 Income tax benefit (8,268 ) (8,221 ) (8,478 ) Total stock-based compensation expense, net of tax $ 14,077 $ 13,115 $ 13,543 |
Schedule Of Stock-Based Compensation Expense Expected To Be Recognized | As of December 31, 2016 , unrecognized compensation expense related to unvested RSUs is expected to be recognized as follows (in thousands): RSUs 2017 $ 15,356 2018 10,379 2019 6,261 2020 3,260 2021 353 Total unrecognized compensation expense $ 35,609 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2016 2015 2014 Income from continuing operations $ 456,123 $ 423,223 $ 381,519 Denominator for basic earnings per share—Weighted-average shares outstanding 306,897 304,722 302,343 Effect of dilutive securities: RSUs 689 667 791 Stock options 2,198 2,107 2,905 Restricted stock — — 6 Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding 309,784 307,496 306,045 Basic earnings per share from continuing operations $ 1.49 $ 1.39 $ 1.26 Diluted earnings per share from continuing operations $ 1.47 $ 1.38 $ 1.25 |
Schedule Of Antidilutive Securities Excluded From Computation Of Diluted Earnings Per Share | The following table sets forth the number of employee stock-based compensation awards outstanding but not included in the computation of diluted earnings per share because their effect would have been antidilutive (in thousands): Year Ended December 31, 2016 2015 2014 Antidilutive securities: RSUs 57 230 289 Stock options 63 96 116 |
Accumulated Other Comprehensi31
Accumulated Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule Of Accumulated Other Comprehensive Income (Loss) | The components of Accumulated Other Comprehensive Income (Loss) are as follows (in thousands): Foreign Unrealized (Loss)Gain Unrealized Gain Accumulated Balance at January 1, 2014 $ 24,906 $ (5,596 ) $ 701 $ 20,011 Pretax loss (51,979 ) (1,586 ) (13,506 ) (67,071 ) Income tax effect — 382 3,179 3,561 Reclassification of unrealized loss (gain) — 5,200 (166 ) 5,034 Reclassification of deferred income taxes — (1,801 ) 41 (1,760 ) Balance at December 31, 2014 $ (27,073 ) $ (3,401 ) $ (9,751 ) $ (40,225 ) Pretax (loss) income (69,817 ) (1,664 ) 2,245 (69,236 ) Income tax effect — 538 (561 ) (23 ) Reclassification of unrealized loss — 5,366 559 5,925 Reclassification of deferred income taxes — (1,771 ) (140 ) (1,911 ) Balance at December 31, 2015 $ (96,890 ) $ (932 ) $ (7,648 ) $ (105,470 ) Pretax (loss) income (175,639 ) 12,382 7,175 (156,082 ) Income tax effect — (4,581 ) (2,636 ) (7,217 ) Reclassification of unrealized loss (gain) — 1,789 496 2,285 Reclassification of deferred income taxes — (567 ) (124 ) (691 ) Balance at December 31, 2016 $ (272,529 ) $ 8,091 $ (2,737 ) $ (267,175 ) |
Long-Term Obligations (Tables)
Long-Term Obligations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule Of Long-Term Obligations | Long-Term Obligations consist of the following (in thousands): December 31, 2016 2015 Senior secured credit agreement: Term loans payable $ 732,684 $ 410,625 Revolving credit facilities 1,358,220 480,481 Senior notes 600,000 600,000 Euro notes 525,850 — Receivables securitization facility 100,000 63,000 Notes payable through October 2025 at weighted average interest rates of 2.1% and 2.2%, respectively 11,808 16,104 Other long-term debt at weighted average interest rates of 2.4% and 2.4%, respectively 37,125 29,485 Total debt 3,365,687 1,599,695 Less: long-term debt issuance costs (21,611 ) (13,533 ) Less: current debt issuance costs (2,305 ) (1,460 ) Total debt, net of debt issuance costs 3,341,771 1,584,702 Less: current maturities, net of debt issuance costs (66,109 ) (56,034 ) Long term debt, net of debt issuance costs $ 3,275,662 $ 1,528,668 |
Schedule Of Maturities Of Long-Term Obligations | The scheduled maturities of long-term obligations outstanding at December 31, 2016 are as follows (in thousands): 2017 $ 68,414 2018 42,553 2019 140,594 2020 39,002 2021 1,942,680 Thereafter 1,132,444 Total debt (1) $ 3,365,687 (1) The total debt amounts presented above exclude debt issuance costs totaling $23.9 million as of December 31, 2016. |
Derivative Instruments and He33
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 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 designated cash flow hedges as of December 31, 2016 and 2015 (in thousands): Notional Amount Fair Value at December 31, 2016 (USD) Fair Value at December 31, 2015 (USD) December 31, 2016 December 31, 2015 Other Assets Other Noncurrent Liabilities Other Accrued Expenses Interest rate swap agreements USD denominated $ 590,000 $ 170,000 $ 16,421 $ — $ 858 GBP denominated £ — £ 50,000 — — 465 CAD denominated C$ — C$ 25,000 — — 24 Cross currency swap agreements USD/euro $ 422,408 $ — 1,486 3,128 — Total cash flow hedges $ 17,907 $ 3,128 $ 1,347 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2016 and 2015 (in thousands): Balance as of December 31, 2016 Fair Value Measurements as of December 31, 2016 Level 1 Level 2 Level 3 Assets: Cash surrender value of life insurance $ 36,131 $ — $ 36,131 $ — Interest rate swaps 17,907 — 17,907 — Total Assets $ 54,038 $ — $ 54,038 $ — Liabilities: Contingent consideration liabilities $ 3,162 $ — $ — $ 3,162 Deferred compensation liabilities 36,865 — 36,865 — Foreign currency forward contracts 3,128 — 3,128 — Total Liabilities $ 43,155 $ — $ 39,993 $ 3,162 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 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Commitments | The future minimum lease commitments under these leases at December 31, 2016 are as follows (in thousands): Years ending December 31: 2017 $ 200,450 2018 168,926 2019 136,462 2020 110,063 2021 82,494 Thereafter 486,199 Future Minimum Lease Payments $ 1,184,594 |
Income Taxes Income Taxes (Tabl
Income Taxes Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Components Of Income Tax Expense (Benefit) | The provision for income taxes consists of the following components (in thousands): Year Ended December 31, 2016 2015 2014 Current: Federal $ 159,547 $ 138,432 $ 144,924 State 27,120 25,952 24,052 Foreign 45,545 32,931 29,046 $ 232,212 $ 197,315 $ 198,022 Deferred: Federal $ 1,169 $ 22,233 $ 9,321 State 2,131 1,212 (179 ) Foreign (14,946 ) (1,057 ) (2,900 ) $ (11,646 ) $ 22,388 $ 6,242 Provision for income taxes $ 220,566 $ 219,703 $ 204,264 |
Schedule Of Income Before Income Tax, Domestic and Foreign | Income taxes have been based on the following components of income from continuing operations before provision for income taxes (in thousands): Year Ended December 31, 2016 2015 2014 Domestic $ 513,844 $ 478,819 $ 460,637 Foreign 163,437 170,211 127,251 $ 677,281 $ 649,030 $ 587,888 |
Schedule Of Effective Income Tax Rate Reconciliation | The U.S. federal statutory rate is reconciled to the effective tax rate as follows: Year Ended December 31, 2016 2015 2014 U.S. federal statutory rate 35.0 % 35.0 % 35.0 % State income taxes, net of state credits and federal tax impact 2.7 % 2.9 % 2.8 % Impact of international operations (3.2 )% (4.1 )% (3.6 )% Notional interest deductions (2.5 )% — % — % Excess tax benefits from stock-based compensation (1) (1.6 )% — % — % Non-deductible expenses 1.3 % 0.8 % 0.5 % Other, net 0.9 % (0.7 )% — % Effective tax rate 32.6 % 33.9 % 34.7 % |
Schedule Of Deferred Tax Assets and Liabilities | The significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2016 2015 Deferred Tax Assets: Accrued expenses and reserves $ 62,059 $ 46,837 Qualified and nonqualified retirement plans 36,626 14,130 Inventory 35,565 27,184 Accounts receivable 19,046 13,971 Interest deduction carryforwards 9,806 — Stock-based compensation 9,687 11,096 Net operating loss carryforwards 7,858 8,946 Other 7,699 8,212 188,346 130,376 Less: valuation allowance (11,252 ) (3,880 ) Total deferred tax assets $ 177,094 $ 126,496 Deferred Tax Liabilities: Goodwill and other intangible assets $ 222,476 $ 141,442 Property and equipment 72,231 67,065 Trade name 59,002 36,532 Other 19,439 5,342 Total deferred tax liabilities $ 373,148 $ 250,381 Net deferred tax liability $ (196,054 ) $ (123,885 ) |
Schedule Of Deferred Tax Assets And Liabilities Classification | Deferred tax assets and liabilities are reflected on our Consolidated Balance Sheets as follows (in thousands): December 31, 2016 2015 Noncurrent deferred tax assets $ 3,603 $ 3,354 Noncurrent deferred tax liabilities 199,657 127,239 |
Schedule Of Unrecognized Tax Benefits Rollforward | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands): 2016 2015 2014 Balance at January 1 $ 2,273 $ 2,630 $ 1,445 Additions for acquired tax positions — 80 2,322 Additions based on tax positions related to the current year 5 302 302 Reductions for tax positions of prior years — (743 ) — Lapse of statutes of limitations (132 ) (119 ) (134 ) Settlements with taxing authorities — — (1,182 ) Currency exchange rate fluctuations — 123 (123 ) Balance at December 31 $ 2,146 $ 2,273 $ 2,630 |
Segment and Geographic Inform37
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 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 Eliminations Consolidated Year Ended December 31, 2016 Revenue: Third Party $ 4,470,900 $ 2,920,470 $ 1,192,661 $ — $ 8,584,031 Intersegment 739 — 4,048 (4,787 ) — Total segment revenue $ 4,471,639 $ 2,920,470 $ 1,196,709 $ (4,787 ) $ 8,584,031 Segment EBITDA $ 596,333 $ 283,608 $ 125,039 $ — $ 1,004,980 Depreciation and amortization (1) 81,395 94,979 21,960 — 198,334 Year Ended December 31, 2015 Revenue: Third Party $ 4,145,998 $ 1,995,385 $ 1,051,250 $ — $ 7,192,633 Intersegment 835 70 3,334 (4,239 ) — Total segment revenue $ 4,146,833 $ 1,995,455 $ 1,054,584 $ (4,239 ) $ 7,192,633 Segment EBITDA $ 547,405 $ 200,563 $ 106,561 $ — $ 854,529 Depreciation and amortization (1) 70,369 36,446 21,377 — 128,192 Year Ended December 31, 2014 Revenue: Third Party $ 4,088,701 $ 1,846,155 $ 805,208 $ — $ 6,740,064 Intersegment 589 — 1,807 (2,396 ) — Total segment revenue $ 4,089,290 $ 1,846,155 $ 807,015 $ (2,396 ) $ 6,740,064 Segment EBITDA $ 543,943 $ 167,155 $ 79,453 $ — $ 790,551 Depreciation and amortization (1) 70,434 34,391 20,612 — 125,437 |
Reconciliation Of Earnings Before Interest Taxes Depreciation And Amortization To Net Income Table [Text Block] | The table below provides a reconciliation of Net Income to Segment EBITDA (in thousands): Year Ended December 31, 2016 2015 2014 Net income $ 463,975 $ 423,223 $ 381,519 Subtract: Income from discontinued operations, net of tax 7,852 — — Income from continuing operations 456,123 423,223 381,519 Add: Depreciation and amortization 191,433 122,120 120,719 Depreciation and amortization - cost of goods sold 6,901 6,072 4,718 Interest expense, net 87,682 57,342 63,947 Loss on debt extinguishment 26,650 — 324 Provision for income taxes 220,566 219,703 204,264 EBITDA 989,355 828,460 775,491 Subtract: Equity in earnings (loss) of unconsolidated subsidiaries (592 ) (6,104 ) (2,105 ) Gains on foreign exchange contracts- acquisition related (1) 18,342 — — Gain on bargain purchase (2) 8,207 — — Add: Restructuring and acquisition related expenses (3) 37,762 19,511 14,806 Inventory step-up adjustment - acquisition related (4) 3,614 — — Change in fair value of contingent consideration liabilities 206 454 (1,851 ) Segment EBITDA $ 1,004,980 $ 854,529 $ 790,551 (1) Reflects gains on foreign currency forwards used to fix the euro purchase price of Rhiag. See Note 2, "Business Combinations ," for further information. (2) Reflects the gain on bargain purchase related to our acquisition of Andrew Page. See Note 2, "Business Combinations ," for further information. (3) See Note 5, "Restructuring and Acquisition Related Expenses ," for further information. (4) Reflects the impact on Cost of Goods Sold of the step-up acquisition adjustment to record PGW aftermarket glass inventory at its fair value. |
Schedule Of Capital Expenditures By Reportable Segment | The following table presents capital expenditures by reportable segment (in thousands): Year Ended December 31, 2016 2015 2014 Capital Expenditures North America $ 91,618 $ 72,048 $ 86,172 Europe 77,689 79,072 44,896 Specialty 13,611 19,370 9,882 Discontinued operations 24,156 — — Total capital expenditures $ 207,074 $ 170,490 $ 140,950 |
Schedule Of Assets By Reportable Segment | The following table presents assets by reportable segment (in thousands): December 31, 2016 2015 2014 Receivables, net North America (1) $ 352,930 $ 314,743 $ 322,713 Europe (1) 443,281 215,710 227,987 Specialty 64,338 59,707 50,722 Total receivables, net 860,549 590,160 601,422 Inventories North America (1) 917,311 847,787 826,429 Europe (1) 718,729 427,323 402,488 Specialty 299,197 281,442 204,930 Total inventories 1,935,237 1,556,552 1,433,847 Property and Equipment, net North America (1) 506,274 467,961 456,288 Europe (1) 247,910 175,455 128,309 Specialty 57,392 53,151 45,390 Total property and equipment, net 811,576 696,567 629,987 Equity Method Investments North America 336 628 536 Europe (2) 183,131 2,127 7,592 Total equity method investments 183,467 2,755 8,128 Other unallocated assets 4,512,370 2,801,803 2,802,355 Total assets $ 8,303,199 $ 5,647,837 $ 5,475,739 |
Schedule Of Revenue By Geographic Area | The following table sets forth our revenue by geographic area (in thousands): Year Ended December 31, 2016 2015 2014 Revenue United States $ 5,226,918 $ 4,831,875 $ 4,499,743 United Kingdom 1,390,775 1,382,432 1,321,786 Other countries 1,966,338 978,326 918,535 Total revenue $ 8,584,031 $ 7,192,633 $ 6,740,064 |
Schedule Of Tangible Long-Lived Assets By Geographic Area | The following table sets forth our tangible long-lived assets by geographic area (in thousands): December 31, 2016 2015 2014 Long-lived Assets United States $ 531,425 $ 493,300 $ 469,450 United Kingdom 159,689 138,546 92,813 Other countries 120,462 64,721 67,724 Total long-lived assets $ 811,576 $ 696,567 $ 629,987 |
Schedule Of Revenue By Product Category | The following table sets forth our revenue by product category (in thousands): Year Ended December 31, 2016 2015 2014 Aftermarket, other new and refurbished products $ 6,441,160 $ 5,116,373 $ 4,613,454 Recycled, remanufactured and related products and services 1,703,485 1,597,578 1,473,305 Other 439,386 478,682 653,305 Total revenue $ 8,584,031 $ 7,192,633 $ 6,740,064 |
Condensed Consolidating Finan38
Condensed Consolidating Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Condensed Consolidating Financial Information [Abstract] | |
Consolidated Condensed Balance Sheets | LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Balance Sheets (In thousands) December 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current Assets: Cash and equivalents $ 33,030 $ 35,360 $ 159,010 $ — $ 227,400 Receivables, net — 248,188 612,361 — 860,549 Intercompany receivables, net 2,805 11,237 8,837 (22,879 ) — Inventories — 1,149,763 785,474 — 1,935,237 Prepaid expenses and other current assets 1,640 43,165 42,963 — 87,768 Assets of discontinued operations — 357,788 98,852 — 456,640 Total Current Assets 37,475 1,845,501 1,707,497 (22,879 ) 3,567,594 Property and Equipment, net 239 527,705 283,632 — 811,576 Intangible Assets: Goodwill — 1,851,274 1,203,495 — 3,054,769 Other intangibles, net — 153,689 430,542 — 584,231 Investment in Subsidiaries 5,067,297 242,032 — (5,309,329 ) — Intercompany Notes Receivable 1,510,534 800,283 — (2,310,817 ) — Equity Method Investments — 336 183,131 — 183,467 Other Assets 59,726 25,177 22,347 (5,688 ) 101,562 Total Assets $ 6,675,271 $ 5,445,997 $ 3,830,644 $ (7,648,713 ) $ 8,303,199 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 1,309 $ 244,074 $ 388,390 $ — $ 633,773 Intercompany payables, net 11,237 8,837 2,805 (22,879 ) — Accrued expenses: Accrued payroll-related liabilities 6,404 58,187 54,164 — 118,755 Self-insurance reserves — 39,059 489 — 39,548 Other accrued expenses 5,502 55,228 108,823 — 169,553 Other current liabilities 4,283 18,456 15,204 — 37,943 Current portion of long-term obligations 37,710 1,097 27,302 — 66,109 Liabilities of discontinued operations — 110,890 34,214 — 145,104 Total Current Liabilities 66,445 535,828 631,391 (22,879 ) 1,210,785 Long-Term Obligations, Excluding Current Portion 2,371,578 8,356 895,728 — 3,275,662 Intercompany Notes Payable 750,000 1,074,218 486,599 (2,310,817 ) — Deferred Income Taxes — 95,765 109,580 (5,688 ) 199,657 Other Noncurrent Liabilities 44,299 90,722 39,125 — 174,146 Stockholders’ Equity 3,442,949 3,641,108 1,668,221 (5,309,329 ) 3,442,949 Total Liabilities and Stockholders' Equity $ 6,675,271 $ 5,445,997 $ 3,830,644 $ (7,648,713 ) $ 8,303,199 LKQ CORPORATION AND SUBSIDIARIES 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 — 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 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 ) — Equity Method Investments — 628 2,127 — 2,755 Other Assets 35,649 27,556 16,091 (5,856 ) 73,440 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 Self-insurance reserves — 37,499 260 — 37,759 Other accrued expenses 5,399 43,387 75,680 — 124,466 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 Condensed Consolidating Statements of Income (In thousands) Year Ended December 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 5,467,430 $ 3,301,503 $ (184,902 ) $ 8,584,031 Cost of goods sold — 3,313,503 2,103,727 (184,902 ) 5,232,328 Gross margin — 2,153,927 1,197,776 — 3,351,703 Facility and warehouse expenses — 475,487 213,431 — 688,918 Distribution expenses — 453,192 230,620 — 683,812 Selling, general and administrative expenses 34,163 521,909 430,308 — 986,380 Restructuring and acquisition related expenses — 21,162 16,600 — 37,762 Depreciation and amortization 132 94,165 97,136 — 191,433 Operating (loss) income (34,295 ) 588,012 209,681 — 763,398 Other expense (income): Interest expense 59,415 547 28,301 — 88,263 Intercompany interest (income) expense, net (27,470 ) 17,124 10,346 — — Loss on debt extinguishment 2,894 — 23,756 — 26,650 Gain on foreign exchange contracts - acquisition related (18,342 ) — — — (18,342 ) Gain on bargain purchase — — (8,207 ) — (8,207 ) Interest and other expense (income), net 470 (3,773 ) 1,056 — (2,247 ) Total other expense, net 16,967 13,898 55,252 — 86,117 (Loss) income from continuing operations before (benefit) provision for income taxes (51,262 ) 574,114 154,429 — 677,281 (Benefit) provision for income taxes (20,498 ) 213,794 27,270 — 220,566 Equity in earnings (loss) of unconsolidated subsidiaries (795 ) — 203 — (592 ) Equity in earnings of subsidiaries 487,682 22,314 — (509,996 ) — Income from continuing operations 456,123 382,634 127,362 (509,996 ) 456,123 Income from discontinued operations, net of tax 7,852 7,852 3,285 (11,137 ) 7,852 Net income $ 463,975 $ 390,486 $ 130,647 $ (521,133 ) $ 463,975 LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Income (In thousands) Year Ended December 31, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 4,965,355 $ 2,357,655 $ (130,377 ) $ 7,192,633 Cost of goods sold — 3,010,820 1,478,661 (130,377 ) 4,359,104 Gross margin — 1,954,535 878,994 — 2,833,529 Facility and warehouse expenses — 408,828 147,213 — 556,041 Distribution expenses — 408,112 194,785 — 602,897 Selling, general and administrative expenses 32,946 490,530 304,857 — 828,333 Restructuring and acquisition related expenses — 13,962 5,549 — 19,511 Depreciation and amortization 154 82,058 39,908 — 122,120 Operating (loss) income (33,100 ) 551,045 186,682 — 704,627 Other expense (income): Interest expense 47,626 669 9,565 — 57,860 Intercompany interest (income) expense, net (41,904 ) 28,944 12,960 — — Interest and other expense (income), net 99 (7,414 ) 5,052 — (2,263 ) Total other expense, net 5,821 22,199 27,577 — 55,597 (Loss) income from continuing operations before (benefit) provision for income taxes (38,921 ) 528,846 159,105 — 649,030 (Benefit) provision for income taxes (16,054 ) 205,176 30,581 — 219,703 Equity in earnings (loss) of unconsolidated subsidiaries (1,000 ) 59 (5,163 ) — (6,104 ) Equity in earnings of subsidiaries 447,090 24,632 — (471,722 ) — Net income $ 423,223 $ 348,361 $ 123,361 $ (471,722 ) $ 423,223 LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Income (In thousands) Year Ended December 31, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 4,649,391 $ 2,221,831 $ (131,158 ) $ 6,740,064 Cost of goods sold — 2,813,427 1,405,882 (131,158 ) 4,088,151 Gross margin — 1,835,964 815,949 — 2,651,913 Facility and warehouse expenses — 382,937 143,354 — 526,291 Distribution expenses — 389,430 187,911 — 577,341 Selling, general and administrative expenses 25,770 460,516 276,602 — 762,888 Restructuring and acquisition related expenses — 8,628 6,178 — 14,806 Depreciation and amortization 218 81,253 39,248 — 120,719 Operating (loss) income (25,988 ) 513,200 162,656 — 649,868 Other expense (income): Interest expense 50,636 635 13,271 — 64,542 Intercompany interest (income) expense, net (48,556 ) 23,865 24,691 — — Loss on debt extinguishment 324 — — — 324 Interest and other expense (income), net 230 (8,359 ) 5,243 — (2,886 ) Total other expense, net 2,634 16,141 43,205 — 61,980 (Loss) income from continuing operations before (benefit) provision for income taxes (28,622 ) 497,059 119,451 — 587,888 (Benefit) provision for income taxes (10,536 ) 190,456 24,344 — 204,264 Equity in earnings (loss) of unconsolidated subsidiaries — 40 (2,145 ) — (2,105 ) Equity in earnings of subsidiaries 399,605 28,846 — (428,451 ) — Net income $ 381,519 $ 335,489 $ 92,962 $ (428,451 ) $ 381,519 |
Consolidated Condensed Statements of Comprehensive Income (Loss) | LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Comprehensive Income (In thousands) Year Ended December 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 463,975 $ 390,486 $ 130,647 $ (521,133 ) $ 463,975 Other comprehensive (loss) income: Foreign currency translation (175,639 ) (48,914 ) (177,911 ) 226,825 (175,639 ) Net change in unrecognized gains/losses on derivative instruments, net of tax 9,023 133 389 (522 ) 9,023 Net change in unrealized gains/losses on pension plans, net of tax 4,911 3,962 1,061 (5,023 ) 4,911 Total other comprehensive loss (161,705 ) (44,819 ) (176,461 ) 221,280 (161,705 ) Total comprehensive income $ 302,270 $ 345,667 $ (45,814 ) $ (299,853 ) $ 302,270 LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Comprehensive Income (In thousands) Year Ended December 31, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 423,223 $ 348,361 $ 123,361 $ (471,722 ) $ 423,223 Other comprehensive (loss) income: Foreign currency translation (69,817 ) (20,359 ) (65,878 ) 86,237 (69,817 ) Net change in unrecognized gains/losses on derivative instruments, net of tax 2,469 — 294 (294 ) 2,469 Net change in unrealized gains/losses on pension plans, net of tax 2,103 — 2,103 (2,103 ) 2,103 Total other comprehensive loss (65,245 ) (20,359 ) (63,481 ) 83,840 (65,245 ) Total comprehensive income $ 357,978 $ 328,002 $ 59,880 $ (387,882 ) $ 357,978 LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Comprehensive Income (In thousands) Year Ended December 31, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 381,519 $ 335,489 $ 92,962 $ (428,451 ) $ 381,519 Other comprehensive (loss) income: Foreign currency translation (51,979 ) (17,710 ) (49,559 ) 67,269 (51,979 ) Net change in unrecognized gains/losses on derivative instruments, net of tax 2,195 — (444 ) 444 2,195 Net change in unrealized gain on pension plans, net of tax (10,452 ) — (10,452 ) 10,452 (10,452 ) Total other comprehensive loss (60,236 ) (17,710 ) (60,455 ) 78,165 (60,236 ) Total comprehensive income $ 321,283 $ 317,779 $ 32,507 $ (350,286 ) $ 321,283 |
Consolidated Condensed Statements of Cash Flows | LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In thousands) Year Ended December 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 308,299 $ 539,318 $ 99,894 $ (312,497 ) $ 635,014 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (36 ) (120,761 ) (86,277 ) — (207,074 ) Investment and intercompany note activity with subsidiaries (1,720,732 ) — — 1,720,732 — Acquisitions, net of cash acquired — (685,278 ) (664,061 ) — (1,349,339 ) Proceeds from foreign exchange contracts 18,342 — — — 18,342 Other investing activities, net 3 (2,447 ) (169,413 ) — (171,857 ) Net cash used in investing activities (1,702,423 ) (808,486 ) (919,751 ) 1,720,732 (1,709,928 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 7,963 — — — 7,963 Taxes paid related to net share settlements of stock-based compensation awards (4,438 ) — — — (4,438 ) Debt issuance costs (7,104 ) — (9,450 ) — (16,554 ) Proceeds from issuance of Euro notes — — 563,450 — 563,450 Borrowings under revolving credit facilities 1,744,408 — 892,188 — 2,636,596 Repayments under revolving credit facilities (654,000 ) — (1,094,664 ) — (1,748,664 ) Borrowings under term loans 332,954 — 249,161 — 582,115 Repayments under term loans (10,898 ) — (244,894 ) — (255,792 ) Borrowings under receivables securitization facility — — 106,400 — 106,400 Repayments under receivables securitization facility — — (69,400 ) — (69,400 ) Repayments of other debt, net 653 (2,935 ) (28,874 ) — (31,156 ) Repayment of Rhiag debt and related payments — — (543,347 ) — (543,347 ) Payments of other obligations — (1,436 ) — (1,436 ) Investment and intercompany note activity with parent — 608,270 1,112,462 (1,720,732 ) — Dividends — (312,497 ) — 312,497 — Net cash provided by financing activities 1,409,538 291,402 933,032 (1,408,235 ) 1,225,737 Effect of exchange rate changes on cash and equivalents — (157 ) (3,547 ) — (3,704 ) Net increase in cash and equivalents 15,414 22,077 109,628 — 147,119 Cash and equivalents, beginning of period 17,616 13,432 56,349 — 87,397 Cash and equivalents of continuing and discontinued operations, end of period 33,030 35,509 165,977 — 234,516 Less: Cash and equivalents of discontinued operations, end of period — (149 ) (6,967 ) — (7,116 ) Cash and equivalents, end of period $ 33,030 $ 35,360 $ 159,010 $ — $ 227,400 LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In thousands) Year Ended December 31, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 262,812 $ 393,422 $ 136,361 $ (248,313 ) $ 544,282 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (1 ) (85,868 ) (84,621 ) — (170,490 ) Investment and intercompany note activity with subsidiaries (66,712 ) — — 66,712 — Acquisitions, net of cash acquired — (118,963 ) (41,554 ) — (160,517 ) Other investing activities, net — 5,446 (4,432 ) — 1,014 Net cash used in investing activities (66,713 ) (199,385 ) (130,607 ) 66,712 (329,993 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 8,168 — — — 8,168 Taxes paid related to net share settlements of stock-based compensation awards (7,581 ) — — — (7,581 ) Debt issuance costs — — (97 ) — (97 ) Borrowings under revolving credit facilities 212,000 — 101,142 — 313,142 Repayments under revolving credit facilities (352,000 ) — (93,282 ) — (445,282 ) Repayments under term loans (22,500 ) — — — (22,500 ) Borrowings under receivables securitization facility — — 3,858 — 3,858 Repayments under receivables securitization facility — — (35,758 ) — (35,758 ) Repayments (borrowings) of other debt, net (31,500 ) (3,457 ) 5,261 — (29,696 ) Payments of other obligations — (21,896 ) (895 ) — (22,791 ) Investment and intercompany note activity with parent — 60,910 5,802 (66,712 ) — Dividends — (248,313 ) — 248,313 — Net cash used in financing activities (193,413 ) (212,756 ) (13,969 ) 181,601 (238,537 ) Effect of exchange rate changes on cash and equivalents — 48 (3,008 ) — (2,960 ) Net increase (decrease) in cash and equivalents 2,686 (18,671 ) (11,223 ) — (27,208 ) Cash and equivalents, beginning of period 14,930 32,103 67,572 — 114,605 Cash and equivalents, end of period $ 17,616 $ 13,432 $ 56,349 $ — $ 87,397 LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In thousands) Year Ended December 31, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ 289,035 $ 427,249 $ (53,348 ) $ (274,225 ) $ 388,711 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (44 ) (85,182 ) (55,724 ) — (140,950 ) Investment and intercompany note activity with subsidiaries (477,007 ) (608 ) — 477,615 — Acquisitions, net of cash acquired — (635,171 ) (140,750 ) — (775,921 ) Other investing activities, net — 768 (4,891 ) — (4,123 ) Net cash used in investing activities (477,051 ) (720,193 ) (201,365 ) 477,615 (920,994 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 9,324 — — — 9,324 Taxes paid related to net share settlements of stock-based compensation awards (443 ) — — — (443 ) Debt issuance costs (3,675 ) — (75 ) — (3,750 ) Borrowings under revolving credit facilities 867,000 — 720,644 — 1,587,644 Repayments under revolving credit facilities (727,000 ) — (371,518 ) — (1,098,518 ) Borrowings under term loans 11,250 — — — 11,250 Repayments under term loans (16,875 ) — — — (16,875 ) Borrowings under receivables securitization facility — — 95,050 — 95,050 Repayments under receivables securitization facility — — (150 ) — (150 ) Repayments of other debt, net (1,921 ) (2,310 ) (35,820 ) — (40,051 ) Payments of other obligations — (464 ) (41,528 ) — (41,992 ) Other financing activities, net (12,640 ) 12,340 — — (300 ) Investment and intercompany note activity with parent — 576,384 (98,769 ) (477,615 ) — Dividends — (274,225 ) — 274,225 — Net cash provided by financing activities 125,020 311,725 267,834 (203,390 ) 501,189 Effect of exchange rate changes on cash and equivalents — (371 ) (4,418 ) — (4,789 ) Net (decrease) increase in cash and equivalents (62,996 ) 18,410 8,703 — (35,883 ) Cash and equivalents, beginning of period 77,926 13,693 58,869 — 150,488 Cash and equivalents, end of period $ 14,930 $ 32,103 $ 67,572 $ — $ 114,605 |
Business Business - Additional
Business Business - Additional Information (Details) | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of facilities (rounded) | 1,300 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) € in Thousands, $ in Thousands, £ in Millions | 12 Months Ended | ||||||
Dec. 31, 2016GBP (£) | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016EUR (€) | Dec. 31, 2013USD ($) | |
Business Acquisition | |||||||
Cash used in acquisitions, net of cash acquired | $ 1,349,339 | $ 160,517 | $ 775,921 | ||||
Gain on bargain purchase | 8,207 | 0 | 0 | ||||
Goodwill | 3,054,769 | 2,319,246 | 2,288,895 | $ 1,937,444 | |||
Restructuring and acquisition related expenses | 37,762 | 19,511 | 14,806 | ||||
Disposal Group, Including Discontinued Operation, Revenue | 498,233 | ||||||
DisposalGroup,IncludingDiscontinuedOperations,OperatingIncome | 25,100 | ||||||
Gain on foreign exchange contracts - acquisition related | 18,342 | $ 0 | 0 | ||||
Europe | |||||||
Business Acquisition | |||||||
Number of acquisitions | 12 | ||||||
Goodwill | 1,099,976 | $ 594,482 | 616,819 | 578,507 | |||
North America | |||||||
Business Acquisition | |||||||
Goodwill | $ 1,674,151 | $ 1,445,850 | 1,392,032 | 1,358,937 | |||
Wholesale North America Segment | |||||||
Business Acquisition | |||||||
Number of acquisitions | 5 | 5 | 5 | 4 | |||
Specialty | |||||||
Business Acquisition | |||||||
Goodwill | $ 280,642 | $ 278,914 | 280,044 | $ 0 | |||
Rhiag | |||||||
Business Acquisition | |||||||
Total acquisition date fair value of the consideration for acquisitions | 602,000 | € 534,200 | |||||
Cash used in acquisitions, net of cash acquired | 601,416 | € 533,600 | |||||
Notes issued | 0 | ||||||
Other purchase price obligations | 0 | ||||||
Settlement of pre-existing balances | 591 | € 600 | |||||
Goodwill | 585,415 | ||||||
Revenue generated by acquisitions | 854,200 | ||||||
Business Combination, Pro Forma Information, Operating Income or Loss of Acquiree since Acquisition Date, Actual | 25,500 | ||||||
Debt assumed | 550,843 | 488,800 | |||||
Gain on foreign exchange contracts - acquisition related | 18,300 | ||||||
Other intangibles | 429,360 | ||||||
Goodwill, Purchase Accounting Adjustments | 0 | ||||||
All 2015 Acquisitions | |||||||
Business Acquisition | |||||||
Number of acquisitions | 18 | ||||||
Total acquisition date fair value of the consideration for acquisitions | $ 187,900 | ||||||
Cash used in acquisitions, net of cash acquired | 161,268 | ||||||
Notes issued | 4,296 | ||||||
Other purchase price obligations | 21,199 | ||||||
Settlement of pre-existing balances | 1,073 | ||||||
Goodwill | 92,175 | ||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 69,900 | ||||||
Revenue generated by acquisitions | 159,600 | ||||||
Operating income generated by acquisitions | 4,500 | ||||||
Debt assumed | 2,365 | ||||||
Other intangibles | $ 9,926 | ||||||
Keystone Specialty | |||||||
Business Acquisition | |||||||
Total acquisition date fair value of the consideration for acquisitions | 471,900 | ||||||
Cash used in acquisitions, net of cash acquired | 427,100 | ||||||
Notes issued | 31,500 | ||||||
Other purchase price obligations | 13,400 | ||||||
Goodwill | $ 237,700 | ||||||
All 2014 Acquisitions Excluding Keystone Specialty | |||||||
Business Acquisition | |||||||
Number of acquisitions | 22 | ||||||
Total acquisition date fair value of the consideration for acquisitions | $ 359,100 | ||||||
Cash used in acquisitions, net of cash acquired | 334,300 | ||||||
Notes issued | 13,500 | ||||||
Other purchase price obligations | 300 | ||||||
Contingent consideration liability | 5,900 | ||||||
Maximum payment under contingent consideration agreement | 8,300 | ||||||
Settlement of pre-existing balances | 5,100 | ||||||
Goodwill | 178,000 | ||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 44,200 | ||||||
All 2014 Acquisitions Excluding Keystone Specialty | Europe | |||||||
Business Acquisition | |||||||
Number of acquisitions | 9 | ||||||
All 2014 Acquisitions Excluding Keystone Specialty | Wholesale North America Segment | |||||||
Business Acquisition | |||||||
Number of acquisitions | 9 | ||||||
All 2014 Acquisitions Excluding Keystone Specialty | Self Service Segment | |||||||
Business Acquisition | |||||||
Number of acquisitions | 2 | ||||||
All 2014 Acquisitions Excluding Keystone Specialty | Specialty | |||||||
Business Acquisition | |||||||
Number of acquisitions | 2 | ||||||
Netherlands Distributors | Europe | |||||||
Business Acquisition | |||||||
Number of acquisitions | 11 | 7 | |||||
Netherlands Distributors Former Customers | Europe | |||||||
Business Acquisition | |||||||
Number of acquisitions | 9 | 5 | |||||
PGW [Member] | |||||||
Business Acquisition | |||||||
Pro Forma costs excluded | 5,400 | $ 17,800 | |||||
Cash used in acquisitions, net of cash acquired | 661,748 | ||||||
Notes issued | 0 | ||||||
Other purchase price obligations | 0 | ||||||
Settlement of pre-existing balances | 0 | ||||||
Goodwill | 205,058 | ||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 104,000 | ||||||
Revenue generated by acquisitions | 706,800 | ||||||
Business Combination, Pro Forma Information, Operating Income or Loss of Acquiree since Acquisition Date, Actual | 10,700 | ||||||
Debt assumed | 4,027 | ||||||
OperatingIncomefromDiscontinuedOperations | 25,065 | ||||||
OperatingLossfromcontinuingoperations | 14,300 | ||||||
Other intangibles | 37,954 | ||||||
Goodwill, Purchase Accounting Adjustments | 0 | ||||||
Andrew Page [Member] | |||||||
Business Acquisition | |||||||
Total acquisition date fair value of the consideration for acquisitions | £ 16.4 | 20,900 | |||||
Revenue generated by acquisitions | 38,900 | ||||||
Business Combination, Pro Forma Information, Operating Income or Loss of Acquiree since Acquisition Date, Actual | $ 6,500 | ||||||
EuropeacquisitionsexcludingAndrewPage [Member] | Europe | |||||||
Business Acquisition | |||||||
Number of acquisitions | 7 | 7 | 7 | ||||
All 2016 Acquisitions Excluding Rhiag PGW and Andrew Page [Member] | |||||||
Business Acquisition | |||||||
Total acquisition date fair value of the consideration for acquisitions | $ 76,100 | ||||||
Cash used in acquisitions, net of cash acquired | 67,800 | ||||||
Notes issued | 4,100 | ||||||
Other purchase price obligations | 4,200 | ||||||
Revenue generated by acquisitions | 35,400 | ||||||
Business Combination, Pro Forma Information, Operating Income or Loss of Acquiree since Acquisition Date, Actual | 1,500 | ||||||
Acquisition related expenses incurred post acquisition [Member] | PGW [Member] | |||||||
Business Acquisition | |||||||
Restructuring and acquisition related expenses | 2,100 | ||||||
Acquisition-related expenses | |||||||
Business Acquisition | |||||||
Restructuring and acquisition related expenses | 22,000 | 6,400 | $ 3,700 | ||||
Acquisition-related expenses | Rhiag | |||||||
Business Acquisition | |||||||
Restructuring and acquisition related expenses | 10,900 | 2,500 | |||||
Acquisition-related expenses | Netherlands Distributors | |||||||
Business Acquisition | |||||||
Restructuring and acquisition related expenses | $ 1,600 | $ 1,900 | |||||
Acquisition-related expenses | PGW [Member] | |||||||
Business Acquisition | |||||||
Restructuring and acquisition related expenses | 4,100 | ||||||
Forward Contracts [Member] | Rhiag | |||||||
Business Acquisition | |||||||
Derivative, Notional Amount | € | € 588,000 | ||||||
Income statement impact [Member] | PGW [Member] | |||||||
Business Acquisition | |||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | $ 4,800 |
Purchase Price Allocations for
Purchase Price Allocations for Acquisitions (Details) € in Thousands, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016EUR (€) | Dec. 31, 2013USD ($) | |
Business Acquisition | ||||||
Business Combination, Adjustment, Inventory | $ 3,614 | $ 0 | $ 0 | |||
Goodwill | 3,054,769 | 2,319,246 | 2,288,895 | $ 1,937,444 | ||
Gain on bargain purchase | (8,207) | 0 | 0 | |||
Cash used in acquisitions, net of cash acquired | 1,349,339 | 160,517 | 775,921 | |||
Rhiag | ||||||
Business Acquisition | ||||||
Receivables | 230,670 | |||||
Receivable reserves | (28,242) | |||||
Inventories (2) | 239,529 | |||||
Prepaid expenses and other current assets | 10,793 | |||||
Property and equipment | 56,774 | |||||
Goodwill | 585,415 | |||||
Other intangibles | 429,360 | |||||
Other assets (3) | 2,092 | |||||
Deferred income taxes | (110,791) | |||||
Current liabilities assumed | (239,665) | |||||
Debt assumed | (550,843) | € (488,800) | ||||
Other noncurrent liabilities assumed | (23,085) | |||||
Other purchase price obligations | 0 | |||||
Notes issued | 0 | |||||
Settlement of pre-existing balances | (591) | € (600) | ||||
Cash used in acquisitions, net of cash acquired | 601,416 | € 533,600 | ||||
PGW [Member] | ||||||
Business Acquisition | ||||||
Business Combination, Adjustment, Inventory | 9,800 | |||||
Receivables | 136,523 | |||||
Receivable reserves | (7,135) | |||||
Inventories (2) | 169,159 | |||||
Prepaid expenses and other current assets | 42,573 | |||||
Property and equipment | 225,645 | |||||
Goodwill | 205,058 | |||||
Other intangibles | 37,954 | |||||
Other assets (3) | 57,671 | |||||
Deferred income taxes | 17,506 | |||||
Current liabilities assumed | (168,332) | |||||
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 [Member] | ||||||
Business Acquisition | ||||||
Receivables | 13,216 | |||||
Receivable reserves | (794) | |||||
Inventories (2) | 62,223 | |||||
Prepaid expenses and other current assets | 4,445 | |||||
Property and equipment | 17,140 | |||||
Goodwill | 52,336 | |||||
Other intangibles | 2,537 | |||||
Other assets (3) | (133) | |||||
Deferred income taxes | (1,000) | |||||
Current liabilities assumed | (42,290) | |||||
Debt assumed | (2,378) | |||||
Other noncurrent liabilities assumed | (103) | |||||
Other purchase price obligations | (6,698) | |||||
Notes issued | (4,087) | |||||
Settlement of pre-existing balances | (32) | |||||
Gain on bargain purchase | (8,207) | |||||
Cash used in acquisitions, net of cash acquired | 86,175 | |||||
All 2016 Acquisitions [Member] | ||||||
Business Acquisition | ||||||
Receivables | 380,409 | |||||
Receivable reserves | (36,171) | |||||
Inventories (2) | 470,911 | |||||
Prepaid expenses and other current assets | 57,811 | |||||
Property and equipment | 299,559 | |||||
Goodwill | 842,809 | |||||
Other intangibles | 469,851 | |||||
Other assets (3) | 59,630 | |||||
Deferred income taxes | (94,285) | |||||
Current liabilities assumed | (450,287) | |||||
Debt assumed | (557,248) | |||||
Other noncurrent liabilities assumed | (74,035) | |||||
Other purchase price obligations | (6,698) | |||||
Notes issued | (4,087) | |||||
Settlement of pre-existing balances | (623) | |||||
Gain on bargain purchase | (8,207) | |||||
Cash used in acquisitions, net of cash acquired | 1,349,339 | |||||
All 2015 Acquisitions | ||||||
Business Acquisition | ||||||
Receivables | 29,628 | |||||
Receivable reserves | (3,926) | |||||
Inventories (2) | 79,646 | |||||
Prepaid expenses and other current assets | 3,337 | |||||
Property and equipment | 11,989 | |||||
Goodwill | 92,175 | |||||
Other intangibles | 9,926 | |||||
Other assets (3) | 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 | |||||
Keystone Specialty | ||||||
Business Acquisition | ||||||
Goodwill | 237,700 | |||||
Other purchase price obligations | (13,400) | |||||
Notes issued | (31,500) | |||||
Cash used in acquisitions, net of cash acquired | 427,100 | |||||
All 2014 Acquisitions Excluding Keystone Specialty | ||||||
Business Acquisition | ||||||
Goodwill | 178,000 | |||||
Contingent consideration liabilities | (5,900) | |||||
Other purchase price obligations | (300) | |||||
Notes issued | (13,500) | |||||
Settlement of pre-existing balances | (5,100) | |||||
Cash used in acquisitions, net of cash acquired | $ 334,300 | |||||
PGW [Member] | ||||||
Business Acquisition | ||||||
Equity Method Investments | 23,600 | |||||
Income statement impact [Member] | PGW [Member] | ||||||
Business Acquisition | ||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | 4,800 | |||||
Discontinued Operations impact on Income statement [Member] | PGW [Member] | ||||||
Business Acquisition | ||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | $ 4,000 |
Pro Forma Effect of Businesses
Pro Forma Effect of Businesses Acquired (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition | |||||||||||
Revenue, as reported | $ 2,150,406 | $ 2,207,343 | $ 2,304,806 | $ 1,921,476 | $ 1,748,919 | $ 1,831,732 | $ 1,838,070 | $ 1,773,912 | $ 8,584,031 | $ 7,192,633 | $ 6,740,064 |
Pro forma revenue | 9,165,664 | 9,141,688 | 7,420,472 | ||||||||
Income from continuing operations | $ 96,298 | $ 109,844 | $ 137,810 | $ 112,171 | 456,123 | 423,223 | 381,519 | ||||
Pro forma income from continuing operations | $ 473,262 | $ 453,963 | $ 402,706 | ||||||||
Basic earnings per share from continuing operations | $ 0.31 | $ 0.36 | $ 0.45 | $ 0.37 | $ 0.31 | $ 0.33 | $ 0.39 | $ 0.35 | $ 1.49 | $ 1.39 | $ 1.26 |
Pro forma earnings per share from continuing operations, basic (5) | 1.54 | 1.49 | 1.33 | ||||||||
Diluted earnings per share from continuing operations | $ 0.31 | $ 0.35 | $ 0.45 | $ 0.36 | $ 0.31 | $ 0.33 | $ 0.39 | $ 0.35 | 1.47 | 1.38 | 1.25 |
Pro forma earnings per share from continuing operations, diluted (5) | $ 1.53 | $ 1.48 | $ 1.31 | ||||||||
Restructuring and acquisition related expenses | $ 37,762 | $ 19,511 | $ 14,806 | ||||||||
Rhiag | |||||||||||
Business Acquisition | |||||||||||
Revenue of purchased businesses for the period prior to acquisition | 213,376 | 994,903 | |||||||||
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments | $ (662) | $ 10,310 | |||||||||
Effect of purchased businesses for the period prior to acquisition | $ 0 | $ 0.03 | |||||||||
Effect of purchased businesses for the period prior to acquisition | $ 0 | $ 0.03 | |||||||||
PGW [Member] | |||||||||||
Business Acquisition | |||||||||||
Pro Forma costs excluded | $ 5,400 | $ 17,800 | |||||||||
Revenue of purchased businesses for the period prior to acquisition | 102,540 | 339,012 | |||||||||
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments | $ 7,574 | $ 3,334 | |||||||||
Effect of purchased businesses for the period prior to acquisition | $ 0.02 | $ 0.01 | |||||||||
Effect of purchased businesses for the period prior to acquisition | $ 0.02 | $ 0.01 | |||||||||
Keystone Specialty | |||||||||||
Business Acquisition | |||||||||||
Revenue of purchased businesses for the period prior to acquisition | $ 0 | $ 0 | 3,443 | ||||||||
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments | $ 0 | $ 0 | $ 521 | ||||||||
Effect of purchased businesses for the period prior to acquisition | $ 0 | $ 0 | $ 0 | ||||||||
Effect of purchased businesses for the period prior to acquisition | $ 0 | $ 0 | $ 0 | ||||||||
All 2016 Acquisitions Excluding Rhiag and PGW [Member] | |||||||||||
Business Acquisition | |||||||||||
Revenue of purchased businesses for the period prior to acquisition | $ 265,717 | ||||||||||
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments | $ (807) | ||||||||||
Effect of purchased businesses for the period prior to acquisition | $ 0 | ||||||||||
Effect of purchased businesses for the period prior to acquisition | $ 0 | ||||||||||
All 2015 Acquisitions | |||||||||||
Business Acquisition | |||||||||||
Acquisition Related Costs, Net of Tax | $ 1,830 | ||||||||||
Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Basic Share Effect | $ 0.01 | ||||||||||
Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Diluted Share Effect | $ 0.01 | ||||||||||
All 2016 and 2015 Acquisitions Excluding Rhiag and PGW [Member] | |||||||||||
Business Acquisition | |||||||||||
Revenue of purchased businesses for the period prior to acquisition | $ 615,140 | ||||||||||
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments | $ 15,266 | ||||||||||
Effect of purchased businesses for the period prior to acquisition | $ 0.05 | ||||||||||
Effect of purchased businesses for the period prior to acquisition | $ 0.05 | ||||||||||
All 2015 and 2014 Acquisitions Excluding Keystone Specialty [Member] | |||||||||||
Business Acquisition | |||||||||||
Revenue of purchased businesses for the period prior to acquisition | $ 676,965 | ||||||||||
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments | $ 18,371 | ||||||||||
Effect of purchased businesses for the period prior to acquisition | $ 0.06 | ||||||||||
Effect of purchased businesses for the period prior to acquisition | $ 0.06 | ||||||||||
All 2016 Acquisitions [Member] | |||||||||||
Business Acquisition | |||||||||||
Acquisition Related Costs, Net of Tax | $ 11,034 | ||||||||||
Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Basic Share Effect | $ 0.04 | ||||||||||
Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Diluted Share Effect | $ 0.04 | ||||||||||
All 2014 Acquisitions [Member] | |||||||||||
Business Acquisition | |||||||||||
Acquisition Related Costs, Net of Tax | $ 2,295 | ||||||||||
Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Basic Share Effect | $ 0.01 | ||||||||||
Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Diluted Share Effect | $ 0.01 | ||||||||||
Acquisition-related expenses | |||||||||||
Business Acquisition | |||||||||||
Restructuring and acquisition related expenses | $ 22,000 | $ 6,400 | $ 3,700 | ||||||||
Acquisition-related expenses | Rhiag | |||||||||||
Business Acquisition | |||||||||||
Restructuring and acquisition related expenses | 10,900 | $ 2,500 | |||||||||
Acquisition-related expenses | PGW [Member] | |||||||||||
Business Acquisition | |||||||||||
Restructuring and acquisition related expenses | $ 4,100 |
Discontinued Operations Net ass
Discontinued Operations Net assets of discontinued operations (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | $ 7,116 | $ 0 | $ 0 |
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net | 77,442 | ||
Disposal Group, Including Discontinued Operation, Inventory | 71,952 | ||
Disposal Group, Including Discontinued Operation, Prepaid and Other Assets | 42,426 | ||
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment | 199,136 | ||
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent | 64,166 | ||
Disposal Group, Including Discontinued Operation, Assets | 456,640 | ||
Disposal Group, Including Discontinued Operation, Accounts Payable | 72,696 | ||
Disposal Group, Including Discontinued Operation, Other Liabilities, Current | 37,104 | ||
disposal group, long-term obligation | 1,648 | ||
Disposal Group, Including Discontinued Operation, Other Liabilities, Noncurrent | 33,656 | ||
Disposal Group, Including Discontinued Operation, Liabilities | 145,104 | ||
Disposal Group, including Discontinued Operations, Net Assets | 311,536 | ||
OEM [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Less: valuation allowance | $ (5,598) |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Intercompany Sales between Continuing and Discontinued Operations | $ 29,400 | |||||
Fixed asset impairment related to sale of business | 21,100 | |||||
Disposal Group, Including Discontinued Operation, Revenue | 498,233 | |||||
Disposal Group, Including Discontinued Operation, Costs of Goods Sold | (424,161) | |||||
Disposal Group, Including Discontinued Operation, Operating Expense | (22,330) | |||||
Impairment on net assets of discontinued operations | 26,677 | |||||
Discontinued Operation, Tax Effect of Gain (Loss) from Disposal of Discontinued Operation | 6,900 | |||||
Proceeds from Divestiture of Businesses | 310,000 | |||||
Disposal Group, Including Discontinued Operation, Other Expense | (9,136) | |||||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 15,929 | |||||
Discontinued Operation, Tax Effect of Gain (Loss) from Disposal of Discontinued Operation | (8,252) | |||||
disposal group, including discontinued operation, equity in earnings | 175 | |||||
Income from discontinued operations, net of tax | $ (9,967) | $ 12,844 | $ 4,975 | 7,852 | $ 0 | $ 0 |
Interest Allocated to Discontinued Operations | 6,200 | |||||
disposal group, including discontinued operation tax expense | (11,646) | 22,388 | 6,242 | |||
Capital Expenditures | 207,074 | $ 170,490 | $ 140,950 | |||
Cash Provided by (Used in) Operating Activities, Discontinued Operations | 64,400 | |||||
Cash Provided by (Used in) Investing Activities, Discontinued Operations | 28,600 | |||||
Capital Lease Debt payment | 1,000 | |||||
OEM [Member] | ||||||
Valuation allowance due to sale of business | $ 5,598 | 5,598 | ||||
Continuing and Discontinued Operations [Member] | ||||||
Disposal Group, Including Discontinued Operation, Depreciation and Amortization | 7,752 | |||||
Impairment on net assets of discontinued operations | (26,677) | |||||
disposal group, including discontinued operation tax expense | (4,516) | |||||
Capital Expenditures | 24,156 | |||||
Investments in unconsolidated subsidiaries | $ (4,400) |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets | |||
Reserve for estimated returns, discounts and allowances | $ (38,300) | $ (32,800) | |
Reserve for uncollectible accounts | 45,600 | 24,600 | |
Depreciation | 114,800 | 94,400 | $ 90,900 |
Amortization expense | 83,500 | 33,800 | 34,500 |
Estimated annual amortization expense in year one | 90,700 | ||
Estimated annual amortization expense in year two | 75,500 | ||
Estimated annual amortization expense in year three | 62,200 | ||
Estimated annual amortization expense in year four | 49,000 | ||
Estimated annual amortization expense in year five | 41,500 | ||
Self-insurance reserve, total | 84,500 | 78,400 | |
Self-insurance reserve, current | $ 39,548 | 37,759 | |
Percentage threshold to measure tax benefit | 50.00% | ||
Investment in unconsolidated subsidiary | $ 183,467 | 2,755 | $ 8,128 |
Self-insurance | |||
Finite-Lived Intangible Assets | |||
Outstanding letters of credit | 70,500 | $ 64,900 | |
Aftermarket and refurbished products | |||
Finite-Lived Intangible Assets | |||
Inventories (2) | 387,400 | ||
Salvage and remanufactured products | |||
Finite-Lived Intangible Assets | |||
Inventories (2) | $ 5,700 | ||
Salvage Mechanical Products | |||
Finite-Lived Intangible Assets | |||
Standard warranty period | 6 months | ||
Remanufactured Engines | |||
Finite-Lived Intangible Assets | |||
Standard warranty period | 3 years | ||
Rhiag | |||
Finite-Lived Intangible Assets | |||
Reserve for uncollectible accounts | $ 23,000 | ||
Inventories (2) | 239,529 | ||
Intangible assets recognized | 429,360 | ||
PGW [Member] | |||
Finite-Lived Intangible Assets | |||
Reserve for uncollectible accounts | 1,400 | ||
Inventories (2) | 169,159 | ||
Intangible assets recognized | $ 37,954 | ||
Trade names and trademarks | Minimum | |||
Finite-Lived Intangible Assets | |||
Useful life, years | 4 years | ||
Trade names and trademarks | Maximum | |||
Finite-Lived Intangible Assets | |||
Useful life, years | 30 years | ||
Software and technology related assets | Minimum | |||
Finite-Lived Intangible Assets | |||
Useful life, years | 3 years | ||
Software and technology related assets | Maximum | |||
Finite-Lived Intangible Assets | |||
Useful life, years | 6 years | ||
Covenants not to compete | Minimum | |||
Finite-Lived Intangible Assets | |||
Useful life, years | 1 year | ||
Covenants not to compete | Maximum | |||
Finite-Lived Intangible Assets | |||
Useful life, years | 5 years | ||
Mekonomen [Member] | |||
Finite-Lived Intangible Assets | |||
Investment in unconsolidated subsidiary, ownership percentage | 26.50% | ||
Investment in unconsolidated subsidiary | $ 181,300 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Product Information | |||
Inventories | $ 1,935,237 | $ 1,556,552 | $ 1,433,847 |
Aftermarket and refurbished products | |||
Product Information | |||
Inventories | 1,540,257 | 1,146,162 | |
Salvage and remanufactured products | |||
Product Information | |||
Inventories | $ 394,980 | $ 410,390 |
Summary of Significant Accoun47
Summary of Significant Accounting Policies Schedule of Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Land improvements | Minimum | |
Property, Plant and Equipment | |
Estimated useful life | 10 years |
Land improvements | Maximum | |
Property, Plant and Equipment | |
Estimated useful life | 20 years |
Buildings and improvements | Minimum | |
Property, Plant and Equipment | |
Estimated useful life | 20 years |
Buildings and improvements | Maximum | |
Property, Plant and Equipment | |
Estimated useful life | 40 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment | |
Estimated useful life | 3 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment | |
Estimated useful life | 20 years |
Computer equipment and software | Minimum | |
Property, Plant and Equipment | |
Estimated useful life | 3 years |
Computer equipment and software | Maximum | |
Property, Plant and Equipment | |
Estimated useful life | 10 years |
Vehicles and trailers | Minimum | |
Property, Plant and Equipment | |
Estimated useful life | 3 years |
Vehicles and trailers | Maximum | |
Property, Plant and Equipment | |
Estimated useful life | 10 years |
Furniture and Fixtures [Member] | Minimum | |
Property, Plant and Equipment | |
Estimated useful life | 5 years |
Furniture and Fixtures [Member] | Maximum | |
Property, Plant and Equipment | |
Estimated useful life | 7 years |
Summary of Significant Accoun48
Summary of Significant Accounting Policies Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment | |||
Property and equipment excluding construction in progress, gross | $ 1,205,770 | $ 1,053,841 | |
Less—Accumulated depreciation | (495,644) | (437,946) | |
Construction in progress | 101,450 | 80,672 | |
Property, Plant and Equipment, Net | 811,576 | 696,567 | $ 629,987 |
Depreciation | 114,800 | 94,400 | $ 90,900 |
Land and improvements | |||
Property, Plant and Equipment | |||
Property and equipment excluding construction in progress, gross | 127,211 | 118,420 | |
Buildings and improvements | |||
Property, Plant and Equipment | |||
Property and equipment excluding construction in progress, gross | 209,773 | 183,480 | |
Machinery and equipment | |||
Property, Plant and Equipment | |||
Property and equipment excluding construction in progress, gross | 429,446 | 355,313 | |
Computer equipment and software | |||
Property, Plant and Equipment | |||
Property and equipment excluding construction in progress, gross | 120,316 | 130,363 | |
Vehicles and trailers | |||
Property, Plant and Equipment | |||
Property and equipment excluding construction in progress, gross | 138,263 | 101,201 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment | |||
Property and equipment excluding construction in progress, gross | 28,405 | 24,332 | |
Leasehold improvements | |||
Property, Plant and Equipment | |||
Property and equipment excluding construction in progress, gross | $ 152,356 | $ 140,732 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 2,319,246 | $ 2,288,895 | $ 1,937,444 |
Business acquisitions and adjustments to previously recorded goodwill | 842,809 | 92,175 | 415,703 |
Exchange rate effects | (107,286) | (61,824) | (64,252) |
Ending balance | 3,054,769 | 2,319,246 | 2,288,895 |
North America | |||
Goodwill [Roll Forward] | |||
Beginning balance | 1,445,850 | 1,392,032 | 1,358,937 |
Business acquisitions and adjustments to previously recorded goodwill | 226,483 | 72,355 | 43,752 |
Exchange rate effects | 1,818 | (18,537) | (10,657) |
Ending balance | 1,674,151 | 1,445,850 | 1,392,032 |
Europe | |||
Goodwill [Roll Forward] | |||
Beginning balance | 594,482 | 616,819 | 578,507 |
Business acquisitions and adjustments to previously recorded goodwill | 614,437 | 21,217 | 91,916 |
Exchange rate effects | (108,943) | (43,554) | (53,604) |
Ending balance | 1,099,976 | 594,482 | 616,819 |
Specialty | |||
Goodwill [Roll Forward] | |||
Beginning balance | 278,914 | 280,044 | 0 |
Business acquisitions and adjustments to previously recorded goodwill | 1,889 | (1,397) | 280,035 |
Exchange rate effects | (161) | 267 | 9 |
Ending balance | 280,642 | $ 278,914 | $ 280,044 |
PGW [Member] | |||
Goodwill [Roll Forward] | |||
Ending balance | 205,058 | ||
Rhiag | |||
Goodwill [Roll Forward] | |||
Ending balance | $ 585,415 |
Components of Other Intangibles
Components of Other Intangibles (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets | ||
Amount that fair value exceeds carrying value | 10.00% | |
Gross carrying amount | $ 770,347 | $ 323,001 |
Accumulated amortization | (186,116) | (107,884) |
Net | 584,231 | 215,117 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 286,008 | 172,219 |
Accumulated amortization | (51,104) | (43,458) |
Net | 234,904 | 128,761 |
Customer and supplier relationships | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 395,284 | 95,508 |
Accumulated amortization | (92,079) | (41,007) |
Net | 303,205 | 54,501 |
Software and technology related assets | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 77,329 | 44,500 |
Accumulated amortization | (35,648) | (17,844) |
Net | 41,681 | 26,656 |
Covenants not to compete | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 11,726 | 10,774 |
Accumulated amortization | (7,285) | (5,575) |
Net | 4,441 | 5,199 |
Rhiag | ||
Finite-Lived Intangible Assets | ||
Intangible assets recognized | 429,360 | |
Gross carrying amount | 429,360 | |
Rhiag | Trade names and trademarks | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 127,351 | |
Rhiag | Software and technology related assets | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 10,116 | |
Rhiag | Covenants not to compete | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 0 | |
Rhiag | Customer and supplier relationships [Member] | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 291,893 | |
PGW [Member] | ||
Finite-Lived Intangible Assets | ||
Intangible assets recognized | 37,954 | |
Gross carrying amount | 37,954 | |
PGW [Member] | Trade names and trademarks | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 5,500 | |
PGW [Member] | Software and technology related assets | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 1,154 | |
PGW [Member] | Covenants not to compete | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 1,600 | |
PGW [Member] | Customer and supplier relationships [Member] | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 29,700 | |
All 2016 Acquisitions Excluding Rhiag and PGW [Member] | ||
Finite-Lived Intangible Assets | ||
Intangible assets recognized | 2,537 | |
Gross carrying amount | 2,537 | |
All 2016 Acquisitions Excluding Rhiag and PGW [Member] | Trade names and trademarks | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 1,015 | |
All 2016 Acquisitions Excluding Rhiag and PGW [Member] | Software and technology related assets | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 1,420 | |
All 2016 Acquisitions Excluding Rhiag and PGW [Member] | Covenants not to compete | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 102 | |
All 2016 Acquisitions Excluding Rhiag and PGW [Member] | Customer and supplier relationships [Member] | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 0 | |
All 2016 Acquisitions [Member] | ||
Finite-Lived Intangible Assets | ||
Intangible assets recognized | 469,851 | |
Gross carrying amount | 469,851 | |
All 2016 Acquisitions [Member] | Trade names and trademarks | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 133,866 | |
All 2016 Acquisitions [Member] | Software and technology related assets | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 12,690 | |
All 2016 Acquisitions [Member] | Covenants not to compete | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 1,702 | |
All 2016 Acquisitions [Member] | Customer and supplier relationships [Member] | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | $ 321,593 | |
All 2015 Acquisitions | ||
Finite-Lived Intangible Assets | ||
Intangible assets recognized | 9,926 | |
Gross carrying amount | 9,926 | |
All 2015 Acquisitions | Trade names and trademarks | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 3,555 | |
All 2015 Acquisitions | Software and technology related assets | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 1,213 | |
All 2015 Acquisitions | Covenants not to compete | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 557 | |
All 2015 Acquisitions | Customer and supplier relationships [Member] | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | $ 4,601 | |
Maximum | Trade names and trademarks | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Asset, Useful Life | 30 years | |
Maximum | Software and technology related assets | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Asset, Useful Life | 6 years | |
Maximum | Covenants not to compete | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Maximum | Customer and supplier relationships [Member] | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Asset, Useful Life | 20 years | |
Minimum | Trade names and trademarks | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Asset, Useful Life | 4 years | |
Minimum | Software and technology related assets | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Minimum | Covenants not to compete | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Asset, Useful Life | 1 year | |
Minimum | Customer and supplier relationships [Member] | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Asset, Useful Life | 4 years |
Changes in Warranty Reserve (De
Changes in Warranty Reserve (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Warranty Reserve [Roll Forward] | ||
Beginning balance | $ 17,363 | $ 14,881 |
Warranty expense | 32,096 | 33,727 |
Warranty claims | (29,825) | (31,245) |
Ending balance | $ 19,634 | $ 17,363 |
Summary of Significant Accoun52
Summary of Significant Accounting Policies Schedule of New Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
New Accounting Pronouncement, Early Adoption [Line Items] | ||
Other Assets | $ 101,562 | $ 73,440 |
Other current liabilities | 37,943 | 31,596 |
Deferred Income Taxes | $ (199,657) | $ (127,239) |
Summary of Significant Accoun53
Summary of Significant Accounting Policies Impact to quarterly financial statements as result of adoption of ASU 2016-09 (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Net Cash Provided by (Used in) Operating Activities | $ 635,014 | $ 544,282 | $ 388,711 | |||||||||
Net Cash Provided by (Used in) Financing Activities | 1,225,737 | (238,537) | 501,189 | |||||||||
Net income | $ 86,331 | $ 122,688 | $ 142,785 | $ 112,171 | $ 95,060 | $ 101,346 | $ 119,722 | $ 107,095 | $ 463,975 | $ 423,223 | $ 381,519 | |
Earnings Per Share, Basic | [1] | $ 1.51 | $ 1.39 | $ 1.26 | ||||||||
Diluted Earnings Per Share | [1] | $ 1.50 | $ 1.38 | $ 1.25 | ||||||||
Restatement Adjustment [Member] | ASU 2016-09 adjustments [Member] | ||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||||
Net Cash Provided by (Used in) Operating Activities | $ 14,400 | $ 17,800 | ||||||||||
Net Cash Provided by (Used in) Financing Activities | $ 14,400 | $ 17,800 | ||||||||||
[1] | (1) The sum of the individual earnings per share amounts may not equal the total due to rounding |
Restructuring and Acquisition54
Restructuring and Acquisition Related Expenses - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Restructuring Cost and Reserve | |||
Restructuring and acquisition related expenses | $ 37,762 | $ 19,511 | $ 14,806 |
Restructuring expenses | |||
Restructuring Cost and Reserve | |||
Restructuring and acquisition related expenses | 15,800 | 13,100 | |
Expected additional charges | 5,000 | ||
Acquisition-related expenses | |||
Restructuring Cost and Reserve | |||
Restructuring and acquisition related expenses | 22,000 | $ 6,400 | 3,700 |
Europe | |||
Restructuring Cost and Reserve | |||
Number of acquisitions | 12 | ||
Europe | Restructuring expenses | |||
Restructuring Cost and Reserve | |||
Restructuring and acquisition related expenses | 2,300 | 1,600 | |
North America | Restructuring expenses | |||
Restructuring Cost and Reserve | |||
Restructuring and acquisition related expenses | 3,100 | 1,000 | |
All 2014 Europe Acquisitions | Europe | Restructuring expenses | |||
Restructuring Cost and Reserve | |||
Restructuring and acquisition related expenses | 1,900 | ||
All 2014 Specialty Acquisitions excluding Keystone Specialty | Specialty | Restructuring expenses | |||
Restructuring Cost and Reserve | |||
Restructuring and acquisition related expenses | 800 | ||
Keystone Specialty | Restructuring expenses | |||
Restructuring Cost and Reserve | |||
Restructuring and acquisition related expenses | 5,800 | ||
Netherlands Distributors | Acquisition-related expenses | |||
Restructuring Cost and Reserve | |||
Restructuring and acquisition related expenses | $ 1,600 | $ 1,900 | |
Netherlands Distributors | Europe | |||
Restructuring Cost and Reserve | |||
Number of acquisitions | 11 | 7 | |
All 2015 Acquisitions Excluding Netherlands Distributors and Coast | Acquisition-related expenses | |||
Restructuring Cost and Reserve | |||
Restructuring and acquisition related expenses | $ 1,500 | ||
Coast | Acquisition-related expenses | |||
Restructuring Cost and Reserve | |||
Restructuring and acquisition related expenses | 800 | ||
Rhiag | Acquisition-related expenses | |||
Restructuring Cost and Reserve | |||
Restructuring and acquisition related expenses | 10,900 | $ 2,500 | |
PGW [Member] | 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 [Member] | Acquisition-related expenses | |||
Restructuring Cost and Reserve | |||
Restructuring and acquisition related expenses | 7,000 | ||
Specialty | Restructuring expenses | |||
Restructuring Cost and Reserve | |||
Restructuring and acquisition related expenses | $ 10,400 |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Stock-based compensation expense | $ 22,345 | $ 21,336 | $ 22,021 | |
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Vesting period | 5 years | |||
RSUs granted, shares | 976,318 | |||
Fair value of RSUs or restricted stock vested during the period | $ 29,200 | 28,200 | 27,700 | |
Stock-based compensation expense | $ 22,183 | $ 21,058 | $ 18,965 | |
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
RSUs granted, shares | 261,851 | 215,076 | 175,800 | |
Stock-based compensation expense | $ 7,300 | $ 8,200 | $ 8,200 | |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Vesting period | 5 years | |||
Fair value of stock options vested | 1,200 | 3,300 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 27,844 | 32,400 | 38,400 | |
Stock-based compensation expense | $ 162 | $ 278 | $ 3,056 | |
1998 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Total shares approved under the Equity Incentive Plan | 69,900,000 | |||
Shares available for issuance under the Equity Incentive Plan | 11,655,739 | |||
Minimum | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Stock options expiration period | 6 years | |||
Maximum | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Stock options expiration period | 10 years | |||
Subsequent Event [Member] | RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
RSUs granted, shares | 678,450 |
Equity Incentive Plans Schedule
Equity Incentive Plans Schedule of Unvested Restricted Stock Units Activity (Details) - RSUs - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of Expected to Vest RSUs [Line Items] | ||
Unvested RSUs, shares | 1,873,737 | 1,981,292 |
RSUs granted, shares | 976,318 | |
RSUs vested, shares | (996,607) | |
RSUs forfeited/canceled, shares | (87,266) | |
RSUs expected to vest, shares | 1,723,579 | |
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 | 27.15 | |
RSUs expected to vest, weighted average grant date fair value | $ 27.45 | |
RSUs expected to vest, weighted average remaining contractual term | 2 years 4 months 24 days | |
RSUs expected to vest, aggregate intrinsic value | $ 52,828 |
Equity Incentive Plans Schedu57
Equity Incentive Plans Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Stock options outstanding, shares | 2,623,217 | 3,765,952 | |
Stock options exercised, shares | (1,124,317) | ||
Stock options forfeited/canceled, shares | (18,418) | ||
Exercisable stock options, shares | 2,543,299 | ||
Exercisable and expected to vest stock options, shares | 2,623,217 | ||
Stock options outstanding, weighted average exercise price | $ 9.19 | $ 8.63 | |
Stock options exercised, weighted average exercise price | 7.08 | ||
Stock options forfeited/canceled, weighted average exercise price | 24.14 | ||
Exercisable stock options, weighted average exercise price | 8.46 | ||
Exercisable and expected to vest stock options, weighted average exercise price | $ 9.19 | ||
Stock options outstanding, weighted average remaining contractual term (years) | 2 years 3 months 18 days | ||
Exercisable stock options, weighted average remaining contractual term (years) | 2 years 3 months 18 days | ||
Exercisable and expected to vest stock options, weighted average remaining contractual term (years) | 2 years 3 months 18 days | ||
Stock options outstanding, aggregate intrinsic value | $ 56,427 | ||
Exercisable stock options, aggregate intrinsic value | 56,427 | ||
Exercisable and expected to vest stock options, aggregate intrinsic value | $ 56,427 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 976,318 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 29.05 | ||
Stock Options | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Stock options exercised, aggregate intrinsic value | $ 27,844 | $ 32,400 | $ 38,400 |
Schedule of Pre-Tax Stock-Based
Schedule of Pre-Tax Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Stock-based compensation expense | $ 22,345 | $ 21,336 | $ 22,021 |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Stock-based compensation expense | 22,183 | 21,058 | 18,965 |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Stock-based compensation expense | $ 162 | $ 278 | $ 3,056 |
Schedule of Stock-Based Compens
Schedule of Stock-Based Compensation Expense Included in Statements of Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||
Stock-based compensation expense, before tax | $ 22,345 | $ 21,336 | $ 22,021 |
Income tax benefit | (8,268) | (8,221) | (8,478) |
Total stock-based compensation expense, net of tax | 14,077 | 13,115 | 13,543 |
Cost of goods sold | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||
Stock-based compensation expense, before tax | 407 | 358 | 410 |
Facility and warehouse expenses | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||
Stock-based compensation expense, before tax | 3,980 | 2,271 | 2,195 |
Selling, general and administrative expenses | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | |||
Stock-based compensation expense, before tax | $ 17,958 | $ 18,707 | $ 19,416 |
Schedule of Stock-Based Compe60
Schedule of Stock-Based Compensation Expense Expected to be Recognized (Details) - RSUs $ in Thousands | Dec. 31, 2016USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award | |
2,014 | $ 15,356 |
2,015 | 10,379 |
2,016 | 6,261 |
2,017 | 3,260 |
2,018 | 353 |
Total unrecognized compensation expense | $ 35,609 |
Computation of Earnings Per Sha
Computation of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||||||||||
Income from continuing operations | $ 96,298 | $ 109,844 | $ 137,810 | $ 112,171 | $ 456,123 | $ 423,223 | $ 381,519 | ||||
Denominator for basic earnings per share—Weighted-average shares outstanding | 306,897 | 304,722 | 302,343 | ||||||||
Effect of dilutive securities: | |||||||||||
RSUs | 689 | 667 | 791 | ||||||||
Stock options | 2,198 | 2,107 | 2,905 | ||||||||
Restricted stock | 0 | 0 | 6 | ||||||||
Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding | 309,784 | 307,496 | 306,045 | ||||||||
Basic earnings per share from continuing operations | $ 0.31 | $ 0.36 | $ 0.45 | $ 0.37 | $ 0.31 | $ 0.33 | $ 0.39 | $ 0.35 | $ 1.49 | $ 1.39 | $ 1.26 |
Diluted earnings per share from continuing operations | $ 0.31 | $ 0.35 | $ 0.45 | $ 0.36 | $ 0.31 | $ 0.33 | $ 0.39 | $ 0.35 | $ 1.47 | $ 1.38 | $ 1.25 |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Antidilutive securities | 57 | 230 | 289 |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Antidilutive securities | 63 | 96 | 116 |
Accumulated Other Comprehensi63
Accumulated Other Comprehensive Income (Loss) Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment [Roll Forward] | |||
Balance, beginning | $ (96,890) | $ (27,073) | $ 24,906 |
Pretax income (loss) | (175,639) | (69,817) | (51,979) |
Balance, ending | (272,529) | (96,890) | (27,073) |
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges [Roll Forward] | |||
Balance, beginning | (932) | (3,401) | (5,596) |
Pretax income (loss) | (12,382) | 1,664 | 1,586 |
Income tax effect | (4,581) | (538) | (382) |
Reclassification of unrealized loss (gain) | 1,789 | 5,366 | 5,200 |
Reclassification of deferred income taxes | (567) | (1,771) | (1,801) |
Balance, ending | 8,091 | (932) | (3,401) |
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans [Roll Forward] | |||
Balance, beginning | (7,648) | (9,751) | 701 |
Pretax income (loss) | 7,175 | 2,245 | (13,506) |
Income tax effect | (2,636) | 561 | (3,179) |
Reclassification of unrealized loss (gain) | 496 | 559 | (166) |
Reclassification of deferred income taxes | (124) | (140) | 41 |
Balance, ending | (2,737) | (7,648) | (9,751) |
Balance, beginning | (105,470) | (40,225) | 20,011 |
Pretax income (loss) | (156,082) | (69,236) | (67,071) |
Income tax effect | (7,217) | 23 | (3,561) |
Reclassification of Unrealized Loss (Gain) | 2,285 | 5,925 | 5,034 |
Reclassification of deferred income taxes | (691) | (1,911) | (1,760) |
Balance, ending | $ (267,175) | $ (105,470) | $ (40,225) |
Accumulated Other Comprehensi64
Accumulated Other Comprehensive Income (Loss) Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | $ 12,382 | $ (1,664) | $ (1,586) |
Reclassification of unrealized loss (gain) | (1,789) | (5,366) | (5,200) |
Interest Rate Swap | |||
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Reclassification of unrealized loss (gain) | (3,500) | $ (5,400) | (6,200) |
Cross Currency Interest Rate Contract | |||
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Reclassification of unrealized loss (gain) | $ 1,700 | ||
Foreign Exchange Contract [Member] | |||
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Reclassification of unrealized loss (gain) | $ 1,000 |
Long-Term Obligations - Additio
Long-Term Obligations - Additional Information (Details) $ in Thousands, € in Millions | 12 Months Ended | |||||||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Nov. 29, 2016USD ($) | Jan. 29, 2016USD ($) | Jan. 29, 2016EUR (€) | Mar. 27, 2014USD ($) | May 09, 2013 | |
Debt Instrument | ||||||||
Deferred Finance Costs, Net | $ 23,900 | |||||||
Debt and capital lease obligations | 3,365,687 | $ 1,599,695 | ||||||
Deferred Finance Costs, Noncurrent, Net | 2,305 | 1,460 | ||||||
RestrictivePaymentsUnderBorrowingAgreement | 1,000,000 | |||||||
Loss on debt extinguishment | 26,650 | 0 | $ 324 | |||||
Receivables used as collateral for receivables securitization facility | $ 140,300 | $ 136,100 | ||||||
Credit Agreement | ||||||||
Debt Instrument | ||||||||
Increment change in applicable margin | 0.25% | |||||||
Weighted average interest rates | 2.00% | 1.80% | ||||||
Increment change in commitment fees | 0.05% | 0.05% | ||||||
Borrowings under credit agreement, carrying value | $ 2,100,000 | $ 891,100 | ||||||
Fronting fee on letters of credit in addition to participation commission | 0.125% | 0.125% | ||||||
Current maturities of credit agreement | 37,200 | 22,500 | ||||||
Outstanding letters of credit | 72,700 | |||||||
Availability on the revolving credit facility | 1,000,000 | |||||||
Deferred Finance Costs, Noncurrent, Net | 3,400 | |||||||
Payments of Financing Costs | 3,700 | |||||||
Senior Notes | ||||||||
Debt Instrument | ||||||||
Debt instrument, face amount | $ 600,000 | 600,000 | ||||||
Receivables securitization | ||||||||
Debt Instrument | ||||||||
Weighted average interest rates | 1.80% | |||||||
Receivables securitization maximum borrowing capacity | $ 100,000 | |||||||
Borrowings under receivable securitization facility, carrying value | $ 100,000 | $ 63,000 | ||||||
Amended Credit Agreement | Credit Agreement | ||||||||
Debt Instrument | ||||||||
Maximum credit agreement borrowings | $ 2,300,000 | |||||||
Loss on debt extinguishment | $ 300 | |||||||
Fourth Amended Credit Agreement | Credit Agreement | ||||||||
Debt Instrument | ||||||||
Maximum credit agreement borrowings | $ 3,200,000 | |||||||
Debt and capital lease obligations | $ 750,000 | |||||||
Term loan quarterly repayment, percentage of initial balance | 0.625% | 0.625% | ||||||
Term loan quarterly repayment, percentage | 1.25% | 1.25% | ||||||
Loss on debt extinguishment | 1,100 | |||||||
Payments of Financing Costs | $ 6,100 | |||||||
Fourth Amended Credit Agreement | USD Term Loan | ||||||||
Debt Instrument | ||||||||
Debt and capital lease obligations | € | € 500 | |||||||
Fourth Amended Credit Agreement | Euro Term Loan | ||||||||
Debt Instrument | ||||||||
Debt and capital lease obligations | € | € 230 | |||||||
Fourth Amended Credit Agreement | Multicurrency Component | Credit Agreement | ||||||||
Debt Instrument | ||||||||
Maximum revolving credit facility borrowings | $ 2,450,000 | |||||||
Four Point Seven Five Percent Senior Notes Due May 2023 | ||||||||
Debt Instrument | ||||||||
Senior notes interest rate | 4.75% |
Schedule of Long-Term Obligatio
Schedule of Long-Term Obligations (Details) $ in Thousands, € in Millions | Mar. 24, 2016USD ($) | Mar. 24, 2016EUR (€) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016EUR (€) | Apr. 14, 2016EUR (€) | Mar. 24, 2016EUR (€) | Jan. 29, 2016USD ($) | May 09, 2013 |
Debt Instrument | ||||||||||
Long-term obligations, total | $ 3,365,687 | $ 1,599,695 | ||||||||
Deferred Finance Costs, Current, Net | (21,611) | (13,533) | ||||||||
Deferred Finance Costs, Noncurrent, Net | (2,305) | (1,460) | ||||||||
Long-term obligations, total, net | 3,341,771 | 1,584,702 | ||||||||
Current portion of long-term obligations | (66,109) | (56,034) | ||||||||
Long-Term Obligations, Excluding Current Portion | 3,275,662 | 1,528,668 | ||||||||
Gains (Losses) on Extinguishment of Debt | (26,650) | 0 | $ (324) | |||||||
Credit Agreement | ||||||||||
Debt Instrument | ||||||||||
Payments of Financing Costs | 3,700 | |||||||||
Secured Debt, Current | 37,200 | 22,500 | ||||||||
Deferred Finance Costs, Noncurrent, Net | $ (3,400) | |||||||||
Loans Payable | ||||||||||
Debt Instrument | ||||||||||
Term loan | 732,684 | 410,625 | ||||||||
Revolving Credit Facility | ||||||||||
Debt Instrument | ||||||||||
Long-term Line of Credit | 1,358,220 | 480,481 | ||||||||
Senior Notes | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, face amount | 600,000 | 600,000 | ||||||||
Euro Notes [Member] | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, face amount | 525,850 | € 500 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.875% | |||||||||
Deferred Finance Costs, Gross | 10,300 | |||||||||
Receivables securitization | ||||||||||
Debt Instrument | ||||||||||
Borrowings under receivable securitization facility, carrying value | 100,000 | 63,000 | ||||||||
Notes payable | ||||||||||
Debt Instrument | ||||||||||
Notes Payable | 11,808 | 16,104 | ||||||||
Other long-term debt | ||||||||||
Debt Instrument | ||||||||||
Other long-term debt | 37,125 | $ 29,485 | ||||||||
Fourth Amended Credit Agreement | Credit Agreement | ||||||||||
Debt Instrument | ||||||||||
Payments of Financing Costs | 6,100 | |||||||||
Long-term obligations, total | $ 750,000 | |||||||||
Deferred Finance Costs, Gross | 5,000 | |||||||||
Gains (Losses) on Extinguishment of Debt | (1,100) | |||||||||
Four Point Seven Five Percent Senior Notes Due May 2023 | ||||||||||
Debt Instrument | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.75% | |||||||||
Third Amended Credit Agreement [Member] | Credit Agreement | ||||||||||
Debt Instrument | ||||||||||
Gains (Losses) on Extinguishment of Debt | (1,800) | |||||||||
Rhiag | ||||||||||
Debt Instrument | ||||||||||
Debt Incurred under Line of Credit Facility, Used to Repay Debt Acquired | $ 508,000 | |||||||||
Debt assumed | $ (550,843) | € (488.8) | ||||||||
Rhiag | Senior Notes | ||||||||||
Debt Instrument | ||||||||||
Debt assumed | (519,600) | € (465) | ||||||||
Interest Paid | 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 |
Schedule of Long-Term Obligat67
Schedule of Long-Term Obligations (Parenthetical) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument | ||
Deferred Finance Costs, Net | $ 23.9 | |
Notes payable | ||
Debt Instrument | ||
Weighted average interest rates | 2.10% | 2.20% |
Other long-term debt | ||
Debt Instrument | ||
Weighted average interest rates | 2.40% | 2.40% |
Credit Agreement | ||
Debt Instrument | ||
Weighted average interest rates | 2.00% | 1.80% |
Current maturities of credit agreement | $ 37.2 | $ 22.5 |
Long-Term Obligations Schedule
Long-Term Obligations Schedule of Maturities of Long-Term Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
2,014 | $ 68,414 | |
2,015 | 42,553 | |
2,016 | 140,594 | |
2,017 | 39,002 | |
2,018 | 1,942,680 | |
Thereafter | 1,132,444 | |
Long-term obligations, total | $ 3,365,687 | $ 1,599,695 |
Derivative Instruments and He69
Derivative Instruments and Hedging Activities - Additional Information (Details) £ in Thousands, $ in Thousands, € in Millions | 12 Months Ended | |||||||
Dec. 31, 2014USD ($) | Dec. 31, 2016GBP (£) | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) | Dec. 31, 2015GBP (£) | Dec. 31, 2015USD ($) | Dec. 31, 2014GBP (£) | Dec. 31, 2014EUR (€) | |
Derivative | ||||||||
Payments for (Proceeds from) Derivative Instrument, Financing Activities | $ 20,000 | |||||||
Net loss included in accumulated other comprehensive income (loss) to be reclassified into interest expense within the next 12 months | $ 1,400 | |||||||
Interest Rate Swap | US Dollar Notional Amount | ||||||||
Derivative | ||||||||
Derivative, Notional Amount | 590,000 | $ 170,000 | ||||||
Interest Rate Swap | Pound Sterling Notional Amount | ||||||||
Derivative | ||||||||
Derivative, Notional Amount | £ | £ 0 | £ 50,000 | ||||||
ExpiredDerivativeContract [Member] | US Dollar Notional Amount | ||||||||
Derivative | ||||||||
Derivative, Notional Amount | 170,000 | |||||||
ExpiredDerivativeContract [Member] | Pound Sterling Notional Amount | ||||||||
Derivative | ||||||||
Derivative, Notional Amount | £ | £ 50,000 | |||||||
Foreign Exchange Forward | Pound Sterling Notional Amount | ||||||||
Derivative | ||||||||
Derivative, Notional Amount | £ | £ 70,000 | |||||||
Foreign Exchange Forward | Euro Notional Amount | ||||||||
Derivative | ||||||||
Derivative, Notional Amount | € | € 150 | |||||||
Cross Currency Interest Rate Contract | US Dollar Notional Amount | ||||||||
Derivative | ||||||||
Derivative, Notional Amount | 422,408 | |||||||
2016 Interest Rate Swaps [Member] | Interest Rate Swap | US Dollar Notional Amount | ||||||||
Derivative | ||||||||
Derivative, Notional Amount | 590,000 | |||||||
2016CrossCurrencySwaps [Member] | Cross Currency Interest Rate Contract | US Dollar Notional Amount | ||||||||
Derivative | ||||||||
Derivative, Notional Amount | $ 422,400 | |||||||
2016CrossCurrencySwaps [Member] | Cross Currency Interest Rate Contract | Euro Notional Amount | ||||||||
Derivative | ||||||||
Derivative, Notional Amount | € | € 400 |
Schedule of Cash Flow Hedges (D
Schedule of Cash Flow Hedges (Details) £ in Thousands, CAD in Thousands, $ in Thousands, € in Millions | 12 Months Ended | |||||||||
Dec. 31, 2014USD ($) | Dec. 31, 2016GBP (£) | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) | Dec. 31, 2016CAD | Dec. 31, 2015GBP (£) | Dec. 31, 2015USD ($) | Dec. 31, 2015CAD | Dec. 31, 2014GBP (£) | Dec. 31, 2014EUR (€) | |
Derivative | ||||||||||
Payments for (Proceeds from) Derivative Instrument, Financing Activities | $ 20,000 | |||||||||
Derivative Asset, Noncurrent | $ 18 | |||||||||
Derivative Liabilities, Current | $ 1,347 | |||||||||
Derivative Liabilities, Noncurrent | 3,128 | |||||||||
Interest Rate Swap [Member] | US Dollar Notional Amount | ||||||||||
Derivative | ||||||||||
Derivative, Notional Amount | 590,000 | 170,000 | ||||||||
Derivative Asset, Noncurrent | 16 | |||||||||
Derivative Liabilities, Current | 858 | |||||||||
Derivative Liabilities, Noncurrent | 0 | |||||||||
Interest Rate Swap [Member] | Pound Sterling Notional Amount | ||||||||||
Derivative | ||||||||||
Derivative, Notional Amount | £ | £ 0 | £ 50,000 | ||||||||
Derivative Liabilities, Current | 465 | |||||||||
Derivative Liabilities, Noncurrent | 0 | |||||||||
Interest Rate Swap [Member] | Canadian Dollar Notional Amount | ||||||||||
Derivative | ||||||||||
Derivative, Notional Amount | CAD | CAD 0 | CAD 25,000 | ||||||||
Derivative Liabilities, Current | $ 24 | |||||||||
Derivative Liabilities, Noncurrent | 0 | |||||||||
ExpiredDerivativeContract [Member] | US Dollar Notional Amount | ||||||||||
Derivative | ||||||||||
Derivative, Notional Amount | 170,000 | |||||||||
ExpiredDerivativeContract [Member] | Pound Sterling Notional Amount | ||||||||||
Derivative | ||||||||||
Derivative, Notional Amount | £ | £ 50,000 | |||||||||
Foreign Exchange Forward | Pound Sterling Notional Amount | ||||||||||
Derivative | ||||||||||
Derivative, Notional Amount | £ | £ 70,000 | |||||||||
Foreign Exchange Forward | Euro Notional Amount | ||||||||||
Derivative | ||||||||||
Derivative, Notional Amount | € | € 150 | |||||||||
Cross Currency Interest Rate Contract [Member] | US Dollar Notional Amount | ||||||||||
Derivative | ||||||||||
Derivative, Notional Amount | 422,408 | |||||||||
Derivative Asset, Noncurrent | 1 | |||||||||
Derivative Liabilities, Noncurrent | 3,128 | |||||||||
2016 Interest Rate Swaps [Member] | Interest Rate Swap [Member] | US Dollar Notional Amount | ||||||||||
Derivative | ||||||||||
Derivative, Notional Amount | 590,000 | |||||||||
2016CrossCurrencySwaps [Member] | Cross Currency Interest Rate Contract [Member] | US Dollar Notional Amount | ||||||||||
Derivative | ||||||||||
Derivative, Notional Amount | $ 422,400 | |||||||||
2016CrossCurrencySwaps [Member] | Cross Currency Interest Rate Contract [Member] | Euro Notional Amount | ||||||||||
Derivative | ||||||||||
Derivative, Notional Amount | € | € 400 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Measurements | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 206 | $ 454 | $ (1,851) |
Credit Agreement | |||
Fair Value Measurements | |||
Borrowings under credit agreement, carrying value | 2,100,000 | 891,100 | |
Receivables securitization | |||
Fair Value Measurements | |||
Borrowings under receivable securitization facility, carrying value | 100,000 | 63,000 | |
Senior Notes | |||
Fair Value Measurements | |||
Debt instrument, fair value | 599,000 | 567,000 | |
Debt instrument, face amount | 600,000 | 600,000 | |
Fair Value, Measurements, Recurring [Member] | |||
Fair Value Measurements | |||
Assets, Fair Value Disclosure | 54,038 | 29,782 | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 43,155 | 36,267 | |
Fair Value, Measurements, Recurring [Member] | Cash Surrender Value [Member] | |||
Fair Value Measurements | |||
Assets, Fair Value Disclosure | 36,131 | 29,782 | |
Fair Value, Measurements, Recurring [Member] | Interest Rate Swap [Member] | |||
Fair Value Measurements | |||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 1,347 | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value Measurements | |||
Assets, Fair Value Disclosure | 54,038 | 29,782 | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 39,993 | 31,683 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Foreign Exchange Future [Member] | |||
Fair Value Measurements | |||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 3,128 | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Cash Surrender Value [Member] | |||
Fair Value Measurements | |||
Assets, Fair Value Disclosure | 36,131 | 29,782 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | |||
Fair Value Measurements | |||
Assets, Fair Value Disclosure | $ 17,907 | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 1,347 |
Financial Assets and Liabilitie
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) $ in Thousands, € in Millions | Dec. 31, 2016USD ($) | Apr. 14, 2016EUR (€) | Dec. 31, 2015USD ($) |
Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value assets measured on recurring basis | $ 54,038 | $ 29,782 | |
Fair value liabilities measured on recurring basis | 43,155 | 36,267 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value assets measured on recurring basis | 54,038 | 29,782 | |
Fair value liabilities measured on recurring basis | 39,993 | 31,683 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value liabilities measured on recurring basis | 3,162 | 4,584 | |
Fair Value, Measurements, Recurring | Cash surrender value of life insurance | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value assets measured on recurring basis | 36,131 | 29,782 | |
Fair Value, Measurements, Recurring | Cash surrender value of life insurance | Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value assets measured on recurring basis | 36,131 | 29,782 | |
Fair Value, Measurements, Recurring | Contingent Consideration Liabilities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value liabilities measured on recurring basis | 3,162 | 4,584 | |
Fair Value, Measurements, Recurring | Contingent Consideration Liabilities | Fair Value, Inputs, Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value liabilities measured on recurring basis | 3,162 | 4,584 | |
Fair Value, Measurements, Recurring | Deferred Compensation Liabilities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value liabilities measured on recurring basis | 36,865 | 30,336 | |
Fair Value, Measurements, Recurring | Deferred Compensation Liabilities | Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value liabilities measured on recurring basis | 36,865 | 30,336 | |
Fair Value, Measurements, Recurring | Interest Rate Swap [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value liabilities measured on recurring basis | 1,347 | ||
Fair Value, Measurements, Recurring | Interest Rate Swap [Member] | Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value assets measured on recurring basis | 17,907 | ||
Fair value liabilities measured on recurring basis | $ 1,347 | ||
Euro Notes [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Long-term Debt, Fair Value | 561,000 | ||
Debt Instrument, Face Amount | $ 525,850 | € 500 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense | $ 211.5 | $ 168.4 | $ 148.5 |
Guaranteed residual value of operating leases | $ 59 |
Future Minimum Lease Commitment
Future Minimum Lease Commitments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 200,450 |
2,017 | 168,926 |
2,018 | 136,462 |
2,019 | 110,063 |
2,020 | 82,494 |
Thereafter | 486,199 |
Future Minimum Lease Payments | $ 1,184,594 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Unrecognized Tax Benefits, Increase Resulting from Acquisition | $ 0 | $ 80 | $ 2,322 |
Undistributed earnings of foreign subsidiaries | 530,000 | ||
Net operating loss carryforwards | 7,858 | 8,946 | |
Tax credit carryforwards | 1,800 | 3,200 | |
Accumulated interest and penalties | 800 | 800 | |
Accumulated interest and penalties recorded through the income tax provision | 100 | 100 | 100 |
Unrecognized tax benefits that would impact effective tax rate | 1,400 | 1,500 | 1,900 |
Unrecognized tax benefits that would impact deferred taxes | 800 | $ 800 | $ 700 |
Significant Change in Unrecognized Tax Benefits is Reasonable Possible, Amount if Unrecorded Benefit | 500 | ||
Valuation Allowance, Deferred Tax Asset, Change in Amount | 7,400 | ||
Valuation Allowance, due to interest expense deductions | 6,800 | ||
Valuation Allowance, Deferred Tax Asset, Change in Amount, Due to NOLs | 1,000 | ||
Other losses and Tax credits | $ 400 |
Income Taxes Schedule of Compon
Income Taxes Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ 159,547 | $ 138,432 | $ 144,924 |
State | 27,120 | 25,952 | 24,052 |
Foreign | 45,545 | 32,931 | 29,046 |
Current income tax expense, total | 232,212 | 197,315 | 198,022 |
Deferred: | |||
Federal | 1,169 | 22,233 | 9,321 |
State | 2,131 | 1,212 | (179) |
Foreign | (14,946) | (1,057) | (2,900) |
Deferred income tax expense, total | (11,646) | 22,388 | 6,242 |
Provision for income taxes | $ 220,566 | $ 219,703 | $ 204,264 |
Income Taxes Schedule of Income
Income Taxes Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Domestic income from continuing operations before provision for income taxes | $ 513,844 | $ 478,819 | $ 460,637 |
Foreign income from continuing operations before provision for income taxes | 163,437 | 170,211 | 127,251 |
Income before provision for income taxes | $ 677,281 | $ 649,030 | $ 587,888 |
Income Taxes Schedule of Effect
Income Taxes Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Other losses and Tax credits | $ 400 | ||
Valuation Allowance, due to interest expense deductions | 6,800 | ||
Tax credit carryforwards | 1,800 | $ 3,200 | |
Net income | 11,400 | ||
Interest deduction carryforwards | $ 9,806 | $ 0 | |
U.S. federal statutory rate | 35.00% | 35.00% | 35.00% |
State income taxes, net of state credits and federal tax impact | 2.70% | 2.90% | 2.80% |
Impact of international operations | (3.20%) | (4.10%) | (3.60%) |
effectiveincometaxratereconciliation,notionalinterestdeduction | (2.50%) | ||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Amount | (1.60%) | ||
Excess tax benefits from stock-based compensation (1) | 1.30% | 0.80% | 0.50% |
Other, net | 0.90% | (0.70%) | 0.00% |
Effective tax rate | 32.60% | 33.90% | 34.70% |
Income Taxes Schedule of Deferr
Income Taxes Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | |||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 800 | $ 800 | |
Unrecognize Tax Benefits Income Tax Penalties and Interest Expense Prior to Reversales for Lapses in Statutes of Limitations | 100 | 100 | $ 100 |
Deferred Tax Assets: | |||
Accrued expenses and reserves | 62,059 | 46,837 | |
Qualified and nonqualified retirement plans | 36,626 | 14,130 | |
Inventory | 35,565 | 27,184 | |
Accounts Receivable | 19,046 | 13,971 | |
Interest deduction carryforwards | 9,806 | 0 | |
Stock-based compensation | 9,687 | 11,096 | |
Net operating loss carryforwards | 7,858 | 8,946 | |
Other | 7,699 | 8,212 | |
Total deferred tax assets, gross | 188,346 | 130,376 | |
Less: valuation allowance | (11,252) | (3,880) | |
Total deferred tax assets | 177,094 | 126,496 | |
Deferred Tax Liabilities: | |||
Goodwill and other intangible assets | 222,476 | 141,442 | |
Property and equipment | 72,231 | 67,065 | |
Trade name | 59,002 | 36,532 | |
Other | 19,439 | 5,342 | |
Total deferred tax liabilities | 373,148 | 250,381 | |
Net deferred tax liability | $ (196,054) | $ (123,885) |
Income Taxes Schedule of Defe80
Income Taxes Schedule of Deferred Tax Assets and Liabilities Classification (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Noncurrent deferred tax assets | $ 3,603 | $ 3,354 |
Noncurrent deferred tax liabilities | $ 199,657 | $ 127,239 |
Income Taxes Schedule of Unreco
Income Taxes Schedule of Unrecognized Tax Benefits Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized Tax Benefits, Increase Resulting from Acquisition | $ 0 | $ 80 | $ 2,322 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at January 1 | 2,273 | 2,630 | 1,445 |
Additions for acquired tax positions | 5 | 302 | 302 |
Reductions for tax positions of prior years | 0 | (743) | 0 |
Lapse of statutes of limitations | (132) | (119) | (134) |
Settlements with taxing authorities | 0 | 0 | (1,182) |
Foreign Currency Translation | 123 | (123) | |
Balance at December 31 | 2,146 | $ 2,273 | $ 2,630 |
Unrecognized Tax Benefits, Increase Resulting from Foreign Currency Translation | $ 0 |
Segment and Geographic Inform82
Segment and Geographic Information - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting Information | |||||||||||
Revenue | $ 2,150,406 | $ 2,207,343 | $ 2,304,806 | $ 1,921,476 | $ 1,748,919 | $ 1,831,732 | $ 1,838,070 | $ 1,773,912 | $ 8,584,031 | $ 7,192,633 | $ 6,740,064 |
Number of operating segments | 5 | ||||||||||
Number of reportable segments | 3 | ||||||||||
Gain on foreign exchange contracts - acquisition related | $ (206) | (454) | 1,851 | ||||||||
Restructuring and acquisition related expenses | 37,762 | 19,511 | 14,806 | ||||||||
North America | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | $ 4,471,639 | 4,146,833 | 4,089,290 | ||||||||
Number of reportable segments | 1 | ||||||||||
Europe | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | $ 2,920,470 | 1,995,455 | 1,846,155 | ||||||||
Specialty | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | $ 1,196,709 | $ 1,054,584 | $ 807,015 |
Schedule of Financial Performan
Schedule of Financial Performance by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information | |||||||||||
Revenue | $ 2,150,406 | $ 2,207,343 | $ 2,304,806 | $ 1,921,476 | $ 1,748,919 | $ 1,831,732 | $ 1,838,070 | $ 1,773,912 | $ 8,584,031 | $ 7,192,633 | $ 6,740,064 |
Segment EBITDA | 1,004,980 | 854,529 | 790,551 | ||||||||
Depreciation and amortization | 198,334 | 128,192 | 125,437 | ||||||||
North America | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | 4,471,639 | 4,146,833 | 4,089,290 | ||||||||
Segment EBITDA | 596,333 | 547,405 | 543,943 | ||||||||
Depreciation and amortization | 81,395 | 70,369 | 70,434 | ||||||||
Europe | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | 2,920,470 | 1,995,455 | 1,846,155 | ||||||||
Segment EBITDA | 283,608 | 200,563 | 167,155 | ||||||||
Depreciation and amortization | 94,979 | 36,446 | 34,391 | ||||||||
Specialty | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | 1,196,709 | 1,054,584 | 807,015 | ||||||||
Segment EBITDA | 125,039 | 106,561 | 79,453 | ||||||||
Depreciation and amortization | 21,960 | 21,377 | 20,612 | ||||||||
Intersegment Eliminations | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | (4,787) | (4,239) | (2,396) | ||||||||
Third Party | North America | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | 4,470,900 | 4,145,998 | 4,088,701 | ||||||||
Third Party | Europe | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | 2,920,470 | 1,995,385 | 1,846,155 | ||||||||
Third Party | Specialty | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | 1,192,661 | 1,051,250 | 805,208 | ||||||||
Intersegment | North America | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | 739 | 835 | 589 | ||||||||
Intersegment | Europe | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | 0 | 70 | |||||||||
Intersegment | Specialty | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | 4,048 | 3,334 | 1,807 | ||||||||
Intersegment | Intersegment Eliminations | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | $ (4,787) | $ (4,239) | $ (2,396) |
Reconciliation Of Segment EBITD
Reconciliation Of Segment EBITDA To Net Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting [Abstract] | |||||||||||
Gain on bargain purchase | $ 8,207 | $ 0 | $ 0 | ||||||||
Segment EBITDA | 1,004,980 | 854,529 | 790,551 | ||||||||
Restructuring and acquisition related expenses | 37,762 | 19,511 | 14,806 | ||||||||
Business Combination, Adjustment, Inventory | 3,614 | 0 | 0 | ||||||||
Gain on foreign exchange contracts - acquisition related | (206) | (454) | 1,851 | ||||||||
Equity in earnings of unconsolidated subsidiaries | (592) | (6,104) | (2,105) | ||||||||
Gain (Loss) on Sale of Derivatives | 18,342 | ||||||||||
EBITDA | 989,355 | 828,460 | 775,491 | ||||||||
Cost of Goods Sold, Depreciation and Amortization | 6,901 | 6,072 | 4,718 | ||||||||
Interest expense, net | 87,682 | 57,342 | 63,947 | ||||||||
Loss on debt extinguishment | (26,650) | 0 | (324) | ||||||||
Provision for income taxes | 220,566 | 219,703 | 204,264 | ||||||||
Net income | $ 86,331 | $ 122,688 | $ 142,785 | $ 112,171 | $ 95,060 | $ 101,346 | $ 119,722 | $ 107,095 | 463,975 | 423,223 | 381,519 |
Income from discontinued operations, net of tax | (9,967) | 12,844 | 4,975 | 7,852 | 0 | 0 | |||||
Income from continuing operations | $ 96,298 | $ 109,844 | $ 137,810 | $ 112,171 | 456,123 | 423,223 | 381,519 | ||||
Depreciation and amortization | $ 191,433 | $ 122,120 | $ 120,719 |
Schedule of Capital Expenditure
Schedule of Capital Expenditures by Reportable Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information | |||
Capital Expenditures | $ 207,074 | $ 170,490 | $ 140,950 |
North America | |||
Segment Reporting Information | |||
Capital Expenditures | 91,618 | 72,048 | 86,172 |
Europe | |||
Segment Reporting Information | |||
Capital Expenditures | 77,689 | 79,072 | 44,896 |
Specialty | |||
Segment Reporting Information | |||
Capital Expenditures | 13,611 | $ 19,370 | $ 9,882 |
Continuing and Discontinued Operations [Member] | |||
Segment Reporting Information | |||
Capital Expenditures | $ 24,156 |
Schedule of Assets by Reportabl
Schedule of Assets by Reportable Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Segment Reporting Information | |||
Receivables, net | $ 860,549 | $ 590,160 | $ 601,422 |
Inventories | 1,935,237 | 1,556,552 | 1,433,847 |
Property and Equipment, net | 811,576 | 696,567 | 629,987 |
Equity Method Investments | 183,467 | 2,755 | 8,128 |
Other unallocated assets | 4,512,370 | 2,801,803 | 2,802,355 |
Total Assets | 8,303,199 | 5,647,837 | 5,475,739 |
North America | |||
Segment Reporting Information | |||
Receivables, net | 352,930 | 314,743 | 322,713 |
Inventories | 917,311 | 847,787 | 826,429 |
Property and Equipment, net | 506,274 | 467,961 | 456,288 |
Equity Method Investments | 336 | 628 | 536 |
Europe | |||
Segment Reporting Information | |||
Receivables, net | 443,281 | 215,710 | 227,987 |
Inventories | 718,729 | 427,323 | 402,488 |
Property and Equipment, net | 247,910 | 175,455 | 128,309 |
Equity Method Investments | 183,131 | 2,127 | 7,592 |
Specialty | |||
Segment Reporting Information | |||
Receivables, net | 64,338 | 59,707 | 50,722 |
Inventories | 299,197 | 281,442 | 204,930 |
Property and Equipment, net | $ 57,392 | $ 53,151 | $ 45,390 |
Schedule of Revenue by Geograph
Schedule of Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets | |||||||||||
Revenue | $ 2,150,406 | $ 2,207,343 | $ 2,304,806 | $ 1,921,476 | $ 1,748,919 | $ 1,831,732 | $ 1,838,070 | $ 1,773,912 | $ 8,584,031 | $ 7,192,633 | $ 6,740,064 |
United States | |||||||||||
Revenues from External Customers and Long-Lived Assets | |||||||||||
Revenue | 5,226,918 | 4,831,875 | 4,499,743 | ||||||||
United Kingdom | |||||||||||
Revenues from External Customers and Long-Lived Assets | |||||||||||
Revenue | 1,390,775 | 1,382,432 | 1,321,786 | ||||||||
Other countries | |||||||||||
Revenues from External Customers and Long-Lived Assets | |||||||||||
Revenue | $ 1,966,338 | $ 978,326 | $ 918,535 |
Schedule of Tangible Long-Lived
Schedule of Tangible Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Revenues from External Customers and Long-Lived Assets | |||
Long-lived Assets | $ 811,576 | $ 696,567 | $ 629,987 |
United States | |||
Revenues from External Customers and Long-Lived Assets | |||
Long-lived Assets | 531,425 | 493,300 | 469,450 |
United Kingdom | |||
Revenues from External Customers and Long-Lived Assets | |||
Long-lived Assets | 159,689 | 138,546 | 92,813 |
Other countries | |||
Revenues from External Customers and Long-Lived Assets | |||
Long-lived Assets | $ 120,462 | $ 64,721 | $ 67,724 |
Schedule of Revenue by Product
Schedule of Revenue by Product Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue from External Customers | |||||||||||
Revenue | $ 2,150,406 | $ 2,207,343 | $ 2,304,806 | $ 1,921,476 | $ 1,748,919 | $ 1,831,732 | $ 1,838,070 | $ 1,773,912 | $ 8,584,031 | $ 7,192,633 | $ 6,740,064 |
Aftermarket, other new and refurbished products | |||||||||||
Revenue from External Customers | |||||||||||
Revenue | 6,441,160 | 5,116,373 | 4,613,454 | ||||||||
Recycled, remanufactured and related products and services | |||||||||||
Revenue from External Customers | |||||||||||
Revenue | 1,703,485 | 1,597,578 | 1,473,305 | ||||||||
Other | |||||||||||
Revenue from External Customers | |||||||||||
Revenue | $ 439,386 | $ 478,682 | $ 653,305 |
Selected Quarterly Data Selecte
Selected Quarterly Data Selected Quarterly Data - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||
Gain on foreign exchange contracts - acquisition related | $ (206) | $ (454) | $ 1,851 |
Selected Quarterly Data Summary
Selected Quarterly Data Summary of Selected Quarterly Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 2,150,406 | $ 2,207,343 | $ 2,304,806 | $ 1,921,476 | $ 1,748,919 | $ 1,831,732 | $ 1,838,070 | $ 1,773,912 | $ 8,584,031 | $ 7,192,633 | $ 6,740,064 |
Gross margin | 830,006 | 855,444 | 905,816 | 760,437 | 697,327 | 712,779 | 723,944 | 699,479 | 3,351,703 | 2,833,529 | 2,651,913 |
Operating income | 161,880 | 183,401 | 232,445 | 185,672 | 151,671 | 166,745 | 200,285 | 185,926 | 763,398 | 704,627 | 649,868 |
Income from continuing operations | 96,298 | 109,844 | 137,810 | 112,171 | 456,123 | 423,223 | 381,519 | ||||
Income from discontinued operations, net of tax | (9,967) | 12,844 | 4,975 | 7,852 | 0 | 0 | |||||
Net income | $ 86,331 | $ 122,688 | $ 142,785 | $ 112,171 | $ 95,060 | $ 101,346 | $ 119,722 | $ 107,095 | $ 463,975 | $ 423,223 | $ 381,519 |
Basic earnings per share from continuing operations | $ 0.31 | $ 0.36 | $ 0.45 | $ 0.37 | $ 0.31 | $ 0.33 | $ 0.39 | $ 0.35 | $ 1.49 | $ 1.39 | $ 1.26 |
Diluted earnings per share from continuing operations | $ 0.31 | $ 0.35 | $ 0.45 | $ 0.36 | $ 0.31 | $ 0.33 | $ 0.39 | $ 0.35 | $ 1.47 | $ 1.38 | $ 1.25 |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets: | ||||
Cash and equivalents | $ 227,400 | $ 87,397 | $ 114,605 | $ 150,488 |
Receivables, net | 860,549 | 590,160 | 601,422 | |
Intercompany receivables, net | 0 | 0 | ||
Inventories | 1,935,237 | 1,556,552 | 1,433,847 | |
Prepaid expenses and other current assets | 87,768 | 106,603 | ||
Assets of discontinued operations | 456,640 | |||
Total Current Assets | 3,567,594 | 2,340,712 | ||
Property and Equipment, net | 811,576 | 696,567 | 629,987 | |
Intangible Assets: | ||||
Goodwill | 3,054,769 | 2,319,246 | 2,288,895 | 1,937,444 |
Other intangibles, net | 584,231 | 215,117 | ||
Investment in Subsidiaries | 0 | 0 | ||
Intercompany Notes Receivable | 0 | 0 | ||
Equity Method Investments | 183,467 | 2,755 | 8,128 | |
Other Assets | 101,562 | 73,440 | ||
Total Assets | 8,303,199 | 5,647,837 | 5,475,739 | |
Current Liabilities: | ||||
Accounts payable | 633,773 | 415,588 | ||
Intercompany payables, net | 0 | 0 | ||
Accrued expenses: | ||||
Accrued payroll-related liabilities | 118,755 | 86,527 | ||
Self-insurance reserves | 39,548 | 37,759 | ||
Other accrued expenses | 169,553 | 124,466 | ||
Other current liabilities | 37,943 | 31,596 | ||
Current portion of long-term obligations | 66,109 | 56,034 | ||
Liabilities of discontinued operations | 145,104 | |||
Total Current Liabilities | 1,210,785 | 751,970 | ||
Long-Term Obligations, Excluding Current Portion | 3,275,662 | 1,528,668 | ||
Intercompany Notes Payable | 0 | 0 | ||
Deferred Income Taxes | 199,657 | 127,239 | ||
Other Noncurrent Liabilities | 174,146 | 125,278 | ||
Stockholders’ Equity | 3,442,949 | 3,114,682 | 2,720,657 | 2,350,745 |
Total Liabilities and Stockholders’ Equity | 8,303,199 | 5,647,837 | ||
Parent | ||||
Current Assets: | ||||
Cash and equivalents | 33,030 | 17,616 | 14,930 | 77,926 |
Receivables, net | 0 | 0 | ||
Intercompany receivables, net | 2,805 | 3 | ||
Inventories | 0 | 0 | ||
Prepaid expenses and other current assets | 1,640 | 15,254 | ||
Assets of discontinued operations | 0 | |||
Total Current Assets | 37,475 | 32,873 | ||
Property and Equipment, net | 239 | 339 | ||
Intangible Assets: | ||||
Goodwill | 0 | 0 | ||
Other intangibles, net | 0 | 0 | ||
Investment in Subsidiaries | 5,067,297 | 3,456,837 | ||
Intercompany Notes Receivable | 1,510,534 | 630,717 | ||
Equity Method Investments | 0 | 0 | ||
Other Assets | 59,726 | 35,649 | ||
Total Assets | 6,675,271 | 4,156,415 | ||
Current Liabilities: | ||||
Accounts payable | 1,309 | 681 | ||
Intercompany payables, net | 11,237 | 0 | ||
Accrued expenses: | ||||
Accrued payroll-related liabilities | 6,404 | 4,395 | ||
Self-insurance reserves | 0 | 0 | ||
Other accrued expenses | 5,502 | 5,399 | ||
Other current liabilities | 4,283 | 284 | ||
Current portion of long-term obligations | 37,710 | 21,041 | ||
Liabilities of discontinued operations | 0 | |||
Total Current Liabilities | 66,445 | 31,800 | ||
Long-Term Obligations, Excluding Current Portion | 2,371,578 | 976,353 | ||
Intercompany Notes Payable | 750,000 | 0 | ||
Deferred Income Taxes | 0 | 0 | ||
Other Noncurrent Liabilities | 44,299 | 33,580 | ||
Stockholders’ Equity | 3,442,949 | 3,114,682 | ||
Total Liabilities and Stockholders’ Equity | 6,675,271 | 4,156,415 | ||
Guarantors | ||||
Current Assets: | ||||
Cash and equivalents | 35,360 | 13,432 | 32,103 | 13,693 |
Receivables, net | 248,188 | 214,502 | ||
Intercompany receivables, net | 11,237 | 0 | ||
Inventories | 1,149,763 | 1,060,834 | ||
Prepaid expenses and other current assets | 43,165 | 44,810 | ||
Assets of discontinued operations | 357,788 | |||
Total Current Assets | 1,845,501 | 1,333,578 | ||
Property and Equipment, net | 527,705 | 494,658 | ||
Intangible Assets: | ||||
Goodwill | 1,851,274 | 1,640,745 | ||
Other intangibles, net | 153,689 | 141,537 | ||
Investment in Subsidiaries | 242,032 | 285,284 | ||
Intercompany Notes Receivable | 800,283 | 61,764 | ||
Equity Method Investments | 336 | 628 | ||
Other Assets | 25,177 | 27,556 | ||
Total Assets | 5,445,997 | 3,985,750 | ||
Current Liabilities: | ||||
Accounts payable | 244,074 | 229,519 | ||
Intercompany payables, net | 8,837 | 13,544 | ||
Accrued expenses: | ||||
Accrued payroll-related liabilities | 58,187 | 48,698 | ||
Self-insurance reserves | 39,059 | 37,499 | ||
Other accrued expenses | 55,228 | 43,387 | ||
Other current liabilities | 18,456 | 15,953 | ||
Current portion of long-term obligations | 1,097 | 1,425 | ||
Liabilities of discontinued operations | 110,890 | |||
Total Current Liabilities | 535,828 | 390,025 | ||
Long-Term Obligations, Excluding Current Portion | 8,356 | 7,487 | ||
Intercompany Notes Payable | 1,074,218 | 615,488 | ||
Deferred Income Taxes | 95,765 | 113,905 | ||
Other Noncurrent Liabilities | 90,722 | 70,109 | ||
Stockholders’ Equity | 3,641,108 | 2,788,736 | ||
Total Liabilities and Stockholders’ Equity | 5,445,997 | 3,985,750 | ||
Non-Guarantors | ||||
Current Assets: | ||||
Cash and equivalents | 159,010 | 56,349 | 67,572 | 58,869 |
Receivables, net | 612,361 | 375,658 | ||
Intercompany receivables, net | 8,837 | 13,544 | ||
Inventories | 785,474 | 495,718 | ||
Prepaid expenses and other current assets | 42,963 | 46,539 | ||
Assets of discontinued operations | 98,852 | |||
Total Current Assets | 1,707,497 | 987,808 | ||
Property and Equipment, net | 283,632 | 201,570 | ||
Intangible Assets: | ||||
Goodwill | 1,203,495 | 678,501 | ||
Other intangibles, net | 430,542 | 73,580 | ||
Investment in Subsidiaries | 0 | 0 | ||
Intercompany Notes Receivable | 0 | 0 | ||
Equity Method Investments | 183,131 | 2,127 | ||
Other Assets | 22,347 | 16,091 | ||
Total Assets | 3,830,644 | 1,959,677 | ||
Current Liabilities: | ||||
Accounts payable | 388,390 | 185,388 | ||
Intercompany payables, net | 2,805 | 3 | ||
Accrued expenses: | ||||
Accrued payroll-related liabilities | 54,164 | 33,434 | ||
Self-insurance reserves | 489 | 260 | ||
Other accrued expenses | 108,823 | 75,680 | ||
Other current liabilities | 15,204 | 15,359 | ||
Current portion of long-term obligations | 27,302 | 33,568 | ||
Liabilities of discontinued operations | 34,214 | |||
Total Current Liabilities | 631,391 | 343,692 | ||
Long-Term Obligations, Excluding Current Portion | 895,728 | 544,828 | ||
Intercompany Notes Payable | 486,599 | 76,993 | ||
Deferred Income Taxes | 109,580 | 19,190 | ||
Other Noncurrent Liabilities | 39,125 | 21,589 | ||
Stockholders’ Equity | 1,668,221 | 953,385 | ||
Total Liabilities and Stockholders’ Equity | 3,830,644 | 1,959,677 | ||
Eliminations | ||||
Current Assets: | ||||
Cash and equivalents | 0 | 0 | $ 0 | $ 0 |
Receivables, net | 0 | 0 | ||
Intercompany receivables, net | (22,879) | (13,547) | ||
Inventories | 0 | 0 | ||
Prepaid expenses and other current assets | 0 | 0 | ||
Assets of discontinued operations | 0 | |||
Total Current Assets | (22,879) | (13,547) | ||
Property and Equipment, net | 0 | 0 | ||
Intangible Assets: | ||||
Goodwill | 0 | 0 | ||
Other intangibles, net | 0 | 0 | ||
Investment in Subsidiaries | (5,309,329) | (3,742,121) | ||
Intercompany Notes Receivable | (2,310,817) | (692,481) | ||
Equity Method Investments | 0 | 0 | ||
Other Assets | (5,688) | (5,856) | ||
Total Assets | (7,648,713) | (4,454,005) | ||
Current Liabilities: | ||||
Accounts payable | 0 | 0 | ||
Intercompany payables, net | (22,879) | (13,547) | ||
Accrued expenses: | ||||
Accrued payroll-related liabilities | 0 | 0 | ||
Self-insurance reserves | 0 | 0 | ||
Other accrued expenses | 0 | 0 | ||
Other current liabilities | 0 | 0 | ||
Current portion of long-term obligations | 0 | 0 | ||
Liabilities of discontinued operations | 0 | |||
Total Current Liabilities | (22,879) | (13,547) | ||
Long-Term Obligations, Excluding Current Portion | 0 | 0 | ||
Intercompany Notes Payable | (2,310,817) | (692,481) | ||
Deferred Income Taxes | (5,688) | (5,856) | ||
Other Noncurrent Liabilities | 0 | 0 | ||
Stockholders’ Equity | (5,309,329) | (3,742,121) | ||
Total Liabilities and Stockholders’ Equity | $ (7,648,713) | $ (4,454,005) |
Condensed Consolidating Stateme
Condensed Consolidating Statements of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Revenue | $ 2,150,406 | $ 2,207,343 | $ 2,304,806 | $ 1,921,476 | $ 1,748,919 | $ 1,831,732 | $ 1,838,070 | $ 1,773,912 | $ 8,584,031 | $ 7,192,633 | $ 6,740,064 |
Cost of goods sold | 5,232,328 | 4,359,104 | 4,088,151 | ||||||||
Gross margin | 830,006 | 855,444 | 905,816 | 760,437 | 697,327 | 712,779 | 723,944 | 699,479 | 3,351,703 | 2,833,529 | 2,651,913 |
Facility and warehouse expenses | 688,918 | 556,041 | 526,291 | ||||||||
Distribution expenses | 683,812 | 602,897 | 577,341 | ||||||||
Selling, general and administrative expenses | 986,380 | 828,333 | 762,888 | ||||||||
Restructuring and acquisition related expenses | 37,762 | 19,511 | 14,806 | ||||||||
Depreciation and amortization | 191,433 | 122,120 | 120,719 | ||||||||
Operating income | 161,880 | 183,401 | 232,445 | 185,672 | 151,671 | 166,745 | 200,285 | 185,926 | 763,398 | 704,627 | 649,868 |
Other expense (income): | |||||||||||
Interest expense | (88,263) | (57,860) | (64,542) | ||||||||
Intercompany interest (income) expense, net | 0 | 0 | 0 | ||||||||
Gain on foreign exchange contracts - acquisition related | (18,342) | 0 | 0 | ||||||||
Gain on bargain purchase | (8,207) | 0 | 0 | ||||||||
Loss on debt extinguishment | 26,650 | 0 | 324 | ||||||||
Gain on foreign exchange contracts - acquisition related | (206) | (454) | 1,851 | ||||||||
Interest and other income, net | (2,247) | (2,263) | (2,886) | ||||||||
Total other expense, net | 86,117 | 55,597 | 61,980 | ||||||||
Income from continuing operations before provision for income taxes | 677,281 | 649,030 | 587,888 | ||||||||
Provision for income taxes | 220,566 | 219,703 | 204,264 | ||||||||
Equity in earnings of unconsolidated subsidiaries | (592) | (6,104) | (2,105) | ||||||||
Income (Loss) from Subsidiaries, Net of Tax | 0 | 0 | 0 | ||||||||
Income from continuing operations | 96,298 | 109,844 | 137,810 | 112,171 | 456,123 | 423,223 | 381,519 | ||||
Income from discontinued operations, net of tax | (9,967) | 12,844 | 4,975 | 7,852 | 0 | 0 | |||||
Net income | $ 86,331 | $ 122,688 | $ 142,785 | $ 112,171 | $ 95,060 | $ 101,346 | $ 119,722 | $ 107,095 | 463,975 | 423,223 | 381,519 |
Parent | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Cost of goods sold | 0 | 0 | 0 | ||||||||
Gross margin | 0 | 0 | 0 | ||||||||
Facility and warehouse expenses | 0 | 0 | 0 | ||||||||
Distribution expenses | 0 | 0 | 0 | ||||||||
Selling, general and administrative expenses | 34,163 | 32,946 | 25,770 | ||||||||
Restructuring and acquisition related expenses | 0 | 0 | 0 | ||||||||
Depreciation and amortization | 132 | 154 | 218 | ||||||||
Operating income | (34,295) | (33,100) | (25,988) | ||||||||
Other expense (income): | |||||||||||
Interest expense | (59,415) | (47,626) | (50,636) | ||||||||
Intercompany interest (income) expense, net | (27,470) | (41,904) | (48,556) | ||||||||
Gain on foreign exchange contracts - acquisition related | (18,342) | ||||||||||
Gain on bargain purchase | 0 | ||||||||||
Loss on debt extinguishment | 2,894 | 324 | |||||||||
Interest and other income, net | 470 | 99 | 230 | ||||||||
Total other expense, net | 16,967 | 5,821 | 2,634 | ||||||||
Income from continuing operations before provision for income taxes | (51,262) | (38,921) | (28,622) | ||||||||
Provision for income taxes | (20,498) | (16,054) | (10,536) | ||||||||
Equity in earnings of unconsolidated subsidiaries | (795) | (1,000) | 0 | ||||||||
Income (Loss) from Subsidiaries, Net of Tax | 487,682 | 447,090 | 399,605 | ||||||||
Income from continuing operations | 456,123 | ||||||||||
Income from discontinued operations, net of tax | 7,852 | ||||||||||
Net income | 463,975 | 423,223 | 381,519 | ||||||||
Guarantors | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Revenue | 5,467,430 | 4,965,355 | 4,649,391 | ||||||||
Cost of goods sold | 3,313,503 | 3,010,820 | 2,813,427 | ||||||||
Gross margin | 2,153,927 | 1,954,535 | 1,835,964 | ||||||||
Facility and warehouse expenses | 475,487 | 408,828 | 382,937 | ||||||||
Distribution expenses | 453,192 | 408,112 | 389,430 | ||||||||
Selling, general and administrative expenses | 521,909 | 490,530 | 460,516 | ||||||||
Restructuring and acquisition related expenses | 21,162 | 13,962 | 8,628 | ||||||||
Depreciation and amortization | 94,165 | 82,058 | 81,253 | ||||||||
Operating income | 588,012 | 551,045 | 513,200 | ||||||||
Other expense (income): | |||||||||||
Interest expense | (547) | (669) | (635) | ||||||||
Intercompany interest (income) expense, net | 17,124 | 28,944 | 23,865 | ||||||||
Gain on foreign exchange contracts - acquisition related | 0 | ||||||||||
Gain on bargain purchase | 0 | ||||||||||
Loss on debt extinguishment | 0 | 0 | |||||||||
Interest and other income, net | (3,773) | (7,414) | (8,359) | ||||||||
Total other expense, net | 13,898 | 22,199 | 16,141 | ||||||||
Income from continuing operations before provision for income taxes | 574,114 | 528,846 | 497,059 | ||||||||
Provision for income taxes | 213,794 | 205,176 | 190,456 | ||||||||
Equity in earnings of unconsolidated subsidiaries | 0 | 59 | 40 | ||||||||
Income (Loss) from Subsidiaries, Net of Tax | 22,314 | 24,632 | 28,846 | ||||||||
Income from continuing operations | 382,634 | ||||||||||
Income from discontinued operations, net of tax | 7,852 | ||||||||||
Net income | 390,486 | 348,361 | 335,489 | ||||||||
Non-Guarantors | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Revenue | 3,301,503 | 2,357,655 | 2,221,831 | ||||||||
Cost of goods sold | 2,103,727 | 1,478,661 | 1,405,882 | ||||||||
Gross margin | 1,197,776 | 878,994 | 815,949 | ||||||||
Facility and warehouse expenses | 213,431 | 147,213 | 143,354 | ||||||||
Distribution expenses | 230,620 | 194,785 | 187,911 | ||||||||
Selling, general and administrative expenses | 430,308 | 304,857 | 276,602 | ||||||||
Restructuring and acquisition related expenses | 16,600 | 5,549 | 6,178 | ||||||||
Depreciation and amortization | 97,136 | 39,908 | 39,248 | ||||||||
Operating income | 209,681 | 186,682 | 162,656 | ||||||||
Other expense (income): | |||||||||||
Interest expense | (28,301) | (9,565) | (13,271) | ||||||||
Intercompany interest (income) expense, net | 10,346 | 12,960 | 24,691 | ||||||||
Gain on foreign exchange contracts - acquisition related | 0 | ||||||||||
Gain on bargain purchase | (8,207) | ||||||||||
Loss on debt extinguishment | 23,756 | 0 | |||||||||
Interest and other income, net | 1,056 | 5,052 | 5,243 | ||||||||
Total other expense, net | 55,252 | 27,577 | 43,205 | ||||||||
Income from continuing operations before provision for income taxes | 154,429 | 159,105 | 119,451 | ||||||||
Provision for income taxes | 27,270 | 30,581 | 24,344 | ||||||||
Equity in earnings of unconsolidated subsidiaries | 203 | (5,163) | (2,145) | ||||||||
Income (Loss) from Subsidiaries, Net of Tax | 0 | 0 | 0 | ||||||||
Income from continuing operations | 127,362 | ||||||||||
Income from discontinued operations, net of tax | 3,285 | ||||||||||
Net income | 130,647 | 123,361 | 92,962 | ||||||||
Eliminations | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Revenue | (184,902) | (130,377) | (131,158) | ||||||||
Cost of goods sold | (184,902) | (130,377) | (131,158) | ||||||||
Gross margin | 0 | 0 | 0 | ||||||||
Facility and warehouse expenses | 0 | 0 | 0 | ||||||||
Distribution expenses | 0 | 0 | 0 | ||||||||
Selling, general and administrative expenses | 0 | 0 | 0 | ||||||||
Restructuring and acquisition related expenses | 0 | 0 | 0 | ||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Operating income | 0 | 0 | 0 | ||||||||
Other expense (income): | |||||||||||
Interest expense | 0 | 0 | 0 | ||||||||
Intercompany interest (income) expense, net | 0 | 0 | 0 | ||||||||
Gain on foreign exchange contracts - acquisition related | 0 | ||||||||||
Gain on bargain purchase | 0 | ||||||||||
Loss on debt extinguishment | 0 | 0 | |||||||||
Interest and other income, net | 0 | 0 | 0 | ||||||||
Total other expense, net | 0 | 0 | 0 | ||||||||
Income from continuing operations before provision for income taxes | 0 | 0 | 0 | ||||||||
Provision for income taxes | 0 | 0 | 0 | ||||||||
Equity in earnings of unconsolidated subsidiaries | 0 | 0 | 0 | ||||||||
Income (Loss) from Subsidiaries, Net of Tax | (509,996) | (471,722) | (428,451) | ||||||||
Income from continuing operations | (509,996) | ||||||||||
Income from discontinued operations, net of tax | (11,137) | ||||||||||
Net income | $ (521,133) | $ (471,722) | $ (428,451) |
Condensed Consolidating State94
Condensed Consolidating Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net income | $ 86,331 | $ 122,688 | $ 142,785 | $ 112,171 | $ 95,060 | $ 101,346 | $ 119,722 | $ 107,095 | $ 463,975 | $ 423,223 | $ 381,519 |
Other comprehensive income, net of tax: | |||||||||||
Foreign currency translation | (175,639) | (69,817) | (51,979) | ||||||||
Net change in unrecognized gains/losses on derivative instruments, net of tax | 9,023 | 2,469 | 2,195 | ||||||||
Net change in unrealized gains/losses on pension plans, net of tax | 4,911 | 2,103 | (10,452) | ||||||||
Total other comprehensive loss | (161,705) | (65,245) | (60,236) | ||||||||
Total comprehensive income | 302,270 | 357,978 | 321,283 | ||||||||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments, Net of Tax | 4,911 | ||||||||||
Parent | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net income | 463,975 | 423,223 | 381,519 | ||||||||
Other comprehensive income, net of tax: | |||||||||||
Foreign currency translation | (175,639) | (69,817) | (51,979) | ||||||||
Net change in unrecognized gains/losses on derivative instruments, net of tax | 9,023 | 2,469 | 2,195 | ||||||||
Net change in unrealized gains/losses on pension plans, net of tax | 2,103 | (10,452) | |||||||||
Total other comprehensive loss | (161,705) | (65,245) | (60,236) | ||||||||
Total comprehensive income | 302,270 | 357,978 | 321,283 | ||||||||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments, Net of Tax | 4,911 | ||||||||||
Guarantors | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net income | 390,486 | 348,361 | 335,489 | ||||||||
Other comprehensive income, net of tax: | |||||||||||
Foreign currency translation | (48,914) | (20,359) | (17,710) | ||||||||
Net change in unrecognized gains/losses on derivative instruments, net of tax | 133 | 0 | 0 | ||||||||
Net change in unrealized gains/losses on pension plans, net of tax | 0 | 0 | |||||||||
Total other comprehensive loss | (44,819) | (20,359) | (17,710) | ||||||||
Total comprehensive income | 345,667 | 328,002 | 317,779 | ||||||||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments, Net of Tax | 3,962 | ||||||||||
Non-Guarantors | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net income | 130,647 | 123,361 | 92,962 | ||||||||
Other comprehensive income, net of tax: | |||||||||||
Foreign currency translation | (177,911) | (65,878) | (49,559) | ||||||||
Net change in unrecognized gains/losses on derivative instruments, net of tax | 389 | 294 | (444) | ||||||||
Net change in unrealized gains/losses on pension plans, net of tax | 2,103 | (10,452) | |||||||||
Total other comprehensive loss | (176,461) | (63,481) | (60,455) | ||||||||
Total comprehensive income | (45,814) | 59,880 | 32,507 | ||||||||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments, Net of Tax | 1,061 | ||||||||||
Eliminations | |||||||||||
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Net income | (521,133) | (471,722) | (428,451) | ||||||||
Other comprehensive income, net of tax: | |||||||||||
Foreign currency translation | 226,825 | 86,237 | 67,269 | ||||||||
Net change in unrecognized gains/losses on derivative instruments, net of tax | (522) | (294) | 444 | ||||||||
Net change in unrealized gains/losses on pension plans, net of tax | (2,103) | 10,452 | |||||||||
Total other comprehensive loss | 221,280 | 83,840 | 78,165 | ||||||||
Total comprehensive income | (299,853) | $ (387,882) | $ (350,286) | ||||||||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments, Net of Tax | $ (5,023) |
Condensed Consolidating State95
Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Financial Statements, Captions [Line Items] | |||
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | $ (7,116) | $ 0 | $ 0 |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by operating activities | 635,014 | 544,282 | 388,711 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (207,074) | (170,490) | (140,950) |
Investment and intercompany note activity with subsidiaries | 0 | 0 | 0 |
Acquisitions, net of cash acquired | (1,349,339) | (160,517) | (775,921) |
Proceeds from foreign exchange contracts | 18,342 | ||
Other investing activities, net | 171,857 | (1,014) | 4,123 |
Net cash used in investing activities | (1,709,928) | (329,993) | (920,994) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from exercise of stock options | 7,963 | 8,168 | 9,324 |
Taxes paid related to net share settlements of stock-based compensation awards | (4,438) | (7,581) | (443) |
Debt issuance costs | (16,554) | (97) | (3,750) |
Proceeds from issuance of Euro notes | 563,450 | ||
Borrowings under revolving credit facilities | 2,636,596 | 313,142 | 1,587,644 |
Repayments under revolving credit facilities | (1,748,664) | (445,282) | (1,098,518) |
Borrowings under term loans | 582,115 | 11,250 | |
Repayments under term loans | (255,792) | (22,500) | (16,875) |
Borrowings under receivables securitization facility | 106,400 | 3,858 | 95,050 |
Repayments under receivables securitization facility | (69,400) | (35,758) | (150) |
Repayments of other long-term debt | (31,156) | (29,696) | (40,051) |
Repayment of Rhiag Debt and Related payments | (543,347) | ||
Payments of other obligations | (1,436) | (22,791) | (41,992) |
Proceeds from (Payments for) Other Financing Activities | (300) | ||
Investment and intercompany note activity with parent | 0 | 0 | 0 |
Dividends | 0 | 0 | 0 |
Net cash provided by (used in) financing activities | 1,225,737 | (238,537) | 501,189 |
Effect of exchange rate changes on cash and equivalents | (3,704) | (2,960) | (4,789) |
Net (decrease) increase in cash and equivalents | 147,119 | (27,208) | (35,883) |
Cash and equivalents, beginning of period | 87,397 | 114,605 | 150,488 |
Cash and equivalents of continuing and discontinued operations, end of period | 227,400 | 87,397 | 114,605 |
Parent | |||
Condensed Financial Statements, Captions [Line Items] | |||
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | 0 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by operating activities | 308,299 | 262,812 | 289,035 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (36) | (1) | (44) |
Investment and intercompany note activity with subsidiaries | (1,720,732) | (66,712) | (477,007) |
Acquisitions, net of cash acquired | 0 | 0 | 0 |
Proceeds from foreign exchange contracts | 18,342 | ||
Other investing activities, net | (3) | 0 | 0 |
Net cash used in investing activities | (1,702,423) | (66,713) | (477,051) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from exercise of stock options | 7,963 | 8,168 | 9,324 |
Taxes paid related to net share settlements of stock-based compensation awards | (4,438) | (7,581) | (443) |
Debt issuance costs | (7,104) | 0 | (3,675) |
Proceeds from issuance of Euro notes | 0 | ||
Borrowings under revolving credit facilities | 1,744,408 | 212,000 | 867,000 |
Repayments under revolving credit facilities | (654,000) | (352,000) | (727,000) |
Borrowings under term loans | 332,954 | 11,250 | |
Repayments under term loans | (10,898) | (22,500) | (16,875) |
Borrowings under receivables securitization facility | 0 | 0 | 0 |
Repayments under receivables securitization facility | 0 | 0 | 0 |
Repayments of other long-term debt | 653 | (31,500) | (1,921) |
Repayment of Rhiag Debt and Related payments | 0 | ||
Payments of other obligations | 0 | 0 | 0 |
Proceeds from (Payments for) Other Financing Activities | (12,640) | ||
Investment and intercompany note activity with parent | 0 | 0 | 0 |
Dividends | 0 | 0 | 0 |
Net cash provided by (used in) financing activities | 1,409,538 | (193,413) | 125,020 |
Effect of exchange rate changes on cash and equivalents | 0 | 0 | 0 |
Net (decrease) increase in cash and equivalents | 15,414 | 2,686 | (62,996) |
Cash and equivalents, beginning of period | 17,616 | 14,930 | 77,926 |
Cash and equivalents of continuing and discontinued operations, end of period | 33,030 | 17,616 | 14,930 |
Guarantors | |||
Condensed Financial Statements, Captions [Line Items] | |||
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | (149) | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by operating activities | 539,318 | 393,422 | 427,249 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (120,761) | (85,868) | (85,182) |
Investment and intercompany note activity with subsidiaries | 0 | 0 | (608) |
Acquisitions, net of cash acquired | (685,278) | (118,963) | (635,171) |
Proceeds from foreign exchange contracts | 0 | ||
Other investing activities, net | 2,447 | (5,446) | (768) |
Net cash used in investing activities | (808,486) | (199,385) | (720,193) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from exercise of stock options | 0 | 0 | 0 |
Taxes paid related to net share settlements of stock-based compensation awards | 0 | 0 | 0 |
Debt issuance costs | 0 | 0 | 0 |
Proceeds from issuance of Euro notes | 0 | ||
Borrowings under revolving credit facilities | 0 | 0 | 0 |
Repayments under revolving credit facilities | 0 | 0 | 0 |
Borrowings under term loans | 0 | 0 | |
Repayments under term loans | 0 | 0 | 0 |
Borrowings under receivables securitization facility | 0 | 0 | 0 |
Repayments under receivables securitization facility | 0 | 0 | 0 |
Repayments of other long-term debt | (2,935) | (3,457) | (2,310) |
Repayment of Rhiag Debt and Related payments | 0 | ||
Payments of other obligations | (1,436) | (21,896) | (464) |
Proceeds from (Payments for) Other Financing Activities | 12,340 | ||
Investment and intercompany note activity with parent | (608,270) | (60,910) | (576,384) |
Dividends | (312,497) | (248,313) | (274,225) |
Net cash provided by (used in) financing activities | 291,402 | (212,756) | 311,725 |
Effect of exchange rate changes on cash and equivalents | (157) | 48 | (371) |
Net (decrease) increase in cash and equivalents | 22,077 | (18,671) | 18,410 |
Cash and equivalents, beginning of period | 13,432 | 32,103 | 13,693 |
Cash and equivalents of continuing and discontinued operations, end of period | 35,360 | 13,432 | 32,103 |
Non-Guarantors | |||
Condensed Financial Statements, Captions [Line Items] | |||
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | (6,967) | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by operating activities | 99,894 | 136,361 | (53,348) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (86,277) | (84,621) | (55,724) |
Investment and intercompany note activity with subsidiaries | 0 | 0 | 0 |
Acquisitions, net of cash acquired | (664,061) | (41,554) | (140,750) |
Proceeds from foreign exchange contracts | 0 | ||
Other investing activities, net | 169,413 | 4,432 | 4,891 |
Net cash used in investing activities | (919,751) | (130,607) | (201,365) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from exercise of stock options | 0 | 0 | 0 |
Taxes paid related to net share settlements of stock-based compensation awards | 0 | 0 | 0 |
Debt issuance costs | (9,450) | (97) | (75) |
Proceeds from issuance of Euro notes | 563,450 | ||
Borrowings under revolving credit facilities | 892,188 | 101,142 | 720,644 |
Repayments under revolving credit facilities | (1,094,664) | (93,282) | (371,518) |
Borrowings under term loans | 249,161 | 0 | |
Repayments under term loans | (244,894) | 0 | 0 |
Borrowings under receivables securitization facility | 106,400 | 3,858 | 95,050 |
Repayments under receivables securitization facility | (69,400) | (35,758) | (150) |
Repayments of other long-term debt | (28,874) | 5,261 | (35,820) |
Repayment of Rhiag Debt and Related payments | (543,347) | ||
Payments of other obligations | (895) | (41,528) | |
Proceeds from (Payments for) Other Financing Activities | 0 | ||
Investment and intercompany note activity with parent | (1,112,462) | (5,802) | 98,769 |
Dividends | 0 | 0 | 0 |
Net cash provided by (used in) financing activities | 933,032 | (13,969) | 267,834 |
Effect of exchange rate changes on cash and equivalents | (3,547) | (3,008) | (4,418) |
Net (decrease) increase in cash and equivalents | 109,628 | (11,223) | 8,703 |
Cash and equivalents, beginning of period | 56,349 | 67,572 | 58,869 |
Cash and equivalents of continuing and discontinued operations, end of period | 159,010 | 56,349 | 67,572 |
Eliminations | |||
Condensed Financial Statements, Captions [Line Items] | |||
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | 0 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by operating activities | (312,497) | (248,313) | (274,225) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | 0 | 0 | 0 |
Investment and intercompany note activity with subsidiaries | 1,720,732 | 66,712 | 477,615 |
Acquisitions, net of cash acquired | 0 | 0 | 0 |
Proceeds from foreign exchange contracts | 0 | ||
Other investing activities, net | 0 | 0 | 0 |
Net cash used in investing activities | 1,720,732 | 66,712 | 477,615 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from exercise of stock options | 0 | 0 | 0 |
Taxes paid related to net share settlements of stock-based compensation awards | 0 | 0 | 0 |
Debt issuance costs | 0 | 0 | 0 |
Proceeds from issuance of Euro notes | 0 | ||
Borrowings under revolving credit facilities | 0 | 0 | 0 |
Repayments under revolving credit facilities | 0 | 0 | 0 |
Borrowings under term loans | 0 | 0 | |
Repayments under term loans | 0 | 0 | 0 |
Borrowings under receivables securitization facility | 0 | 0 | 0 |
Repayments under receivables securitization facility | 0 | 0 | 0 |
Repayments of other long-term debt | 0 | 0 | 0 |
Repayment of Rhiag Debt and Related payments | 0 | ||
Payments of other obligations | 0 | 0 | 0 |
Proceeds from (Payments for) Other Financing Activities | 0 | ||
Investment and intercompany note activity with parent | 1,720,732 | 66,712 | 477,615 |
Dividends | 312,497 | 248,313 | 274,225 |
Net cash provided by (used in) financing activities | (1,408,235) | 181,601 | (203,390) |
Effect of exchange rate changes on cash and equivalents | 0 | 0 | 0 |
Net (decrease) increase in cash and equivalents | 0 | 0 | 0 |
Cash and equivalents, beginning of period | 0 | 0 | 0 |
Cash and equivalents of continuing and discontinued operations, end of period | 0 | 0 | 0 |
Continuing and Discontinued Operations [Member] | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by operating activities | 635,014 | 544,282 | 388,711 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (207,074) | (170,490) | (140,950) |
Acquisitions, net of cash acquired | (1,349,339) | (160,517) | (775,921) |
Proceeds from foreign exchange contracts | 18,342 | ||
Other investing activities, net | (13,814) | (10,696) | 1,883 |
Net cash used in investing activities | (1,709,928) | (329,993) | (920,994) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from exercise of stock options | 7,963 | 8,168 | 9,324 |
Taxes paid related to net share settlements of stock-based compensation awards | (4,438) | (7,581) | (443) |
Debt issuance costs | (16,554) | (97) | (3,750) |
Proceeds from issuance of Euro notes | 563,450 | 0 | 0 |
Borrowings under revolving credit facilities | 2,636,596 | 313,142 | 1,587,644 |
Repayments under revolving credit facilities | (1,748,664) | (445,282) | (1,098,518) |
Borrowings under term loans | 582,115 | 0 | 11,250 |
Repayments under term loans | (255,792) | (22,500) | (16,875) |
Borrowings under receivables securitization facility | 106,400 | 3,858 | 95,050 |
Repayments under receivables securitization facility | (69,400) | (35,758) | (150) |
Repayments of other long-term debt | (31,156) | (29,696) | (40,051) |
Repayment of Rhiag Debt and Related payments | (543,347) | ||
Payments of other obligations | (1,436) | (22,791) | (41,992) |
Proceeds from (Payments for) Other Financing Activities | 0 | 0 | (300) |
Net cash provided by (used in) financing activities | 1,225,737 | (238,537) | 501,189 |
Effect of exchange rate changes on cash and equivalents | (3,704) | (2,960) | (4,789) |
Net (decrease) increase in cash and equivalents | 147,119 | (27,208) | (35,883) |
Cash and equivalents, beginning of period | 87,397 | 114,605 | 150,488 |
Cash and equivalents of continuing and discontinued operations, end of period | 234,516 | $ 87,397 | $ 114,605 |
Continuing and Discontinued Operations [Member] | Parent | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Cash and equivalents of continuing and discontinued operations, end of period | 33,030 | ||
Continuing and Discontinued Operations [Member] | Guarantors | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Cash and equivalents of continuing and discontinued operations, end of period | 35,509 | ||
Continuing and Discontinued Operations [Member] | Non-Guarantors | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Cash and equivalents of continuing and discontinued operations, end of period | 165,977 | ||
Continuing and Discontinued Operations [Member] | Eliminations | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Cash and equivalents of continuing and discontinued operations, end of period | $ 0 |
Schedule II-Valuation and Qua96
Schedule II-Valuation and Qualifying Accounts and Reserves Schedule II-Valuation and Qualifying Accounts and Reserves (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Doubtful Accounts | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 24,583 | $ 19,426 | $ 14,360 |
Additions Charged to Costs and Expenses | 13,280 | 13,654 | 9,814 |
Deductions | (21,829) | (9,486) | (9,184) |
Acquisitions and Other | 29,574 | 989 | 4,436 |
Balance at End of Period | 45,608 | 24,583 | 19,426 |
Allowance for Estimated Returns, Discounts & Allowances | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 32,774 | 31,288 | 26,636 |
Additions Charged to Costs and Expenses | 1,088,426 | 1,049,987 | 955,615 |
Deductions | (1,090,555) | (1,051,439) | (961,658) |
Acquisitions and Other | 7,700 | 2,938 | 10,695 |
Balance at End of Period | $ 38,345 | $ 32,774 | $ 31,288 |