Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 21, 2017 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | LKQ | |
Entity Registrant Name | LKQ CORP | |
Entity Central Index Key | 1,065,696 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 308,285,252 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 2,342,843 | $ 1,921,476 |
Cost of goods sold | 1,412,750 | 1,161,039 |
Gross margin | 930,093 | 760,437 |
Facility and warehouse expenses | 189,780 | 157,605 |
Distribution expenses | 185,810 | 152,343 |
Selling, general and administrative expenses | 267,227 | 218,318 |
Restructuring and acquisition related expenses | 2,928 | 14,811 |
Depreciation and amortization | 48,656 | 31,688 |
Operating income | 235,692 | 185,672 |
Other expense (income): | ||
Interest expense, net | 23,988 | 14,592 |
Loss on debt extinguishment | 0 | 26,650 |
Gains on foreign exchange contracts - acquisition related | 0 | (18,342) |
Gain (Loss) on Sale of Derivatives | 18,342 | |
Other income, net | (1,046) | (2,889) |
Total other expense, net | 22,942 | 20,011 |
Income from continuing operations before provision for income taxes | 212,750 | 165,661 |
Provision for income taxes | 72,155 | 53,128 |
Equity in earnings of unconsolidated subsidiaries | 214 | (362) |
Income from continuing operations | 140,809 | 112,171 |
Loss from discontinued operations, net of tax | (4,531) | 0 |
Net income | $ 136,278 | $ 112,171 |
Basic earnings per share: | ||
Income from continuing operations | $ 0.46 | $ 0.37 |
Loss from discontinued operations | (0.01) | 0 |
Net income (1) | 0.44 | 0.37 |
Diluted earnings per share: | ||
Income from continuing operations | 0.45 | 0.36 |
Loss from discontinued operations | (0.01) | 0 |
Net income (1) | $ 0.44 | $ 0.36 |
Unaudited Condensed Consolidat3
Unaudited Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 136,278 | $ 112,171 |
Other comprehensive income (loss): | ||
Foreign currency translation | 21,579 | 140 |
Net change in unrecognized gains/losses on derivative instruments, net of tax | 3,163 | 432 |
Net change in unrealized gains/losses on pension plan, net of tax | (3,041) | 147 |
Other comprehensive income (loss), unconsolidated subsidiaries | (162) | |
Total other comprehensive income | 21,539 | 719 |
Total comprehensive income | $ 157,817 | $ 112,890 |
Unaudited Condensed Consolidat4
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 264,614 | $ 227,400 |
Receivables, net | 973,670 | 860,549 |
Inventories | 1,978,465 | 1,935,237 |
Prepaid expenses and other current assets | 101,377 | 87,768 |
Assets of discontinued operations | 0 | 456,640 |
Total current assets | 3,318,126 | 3,567,594 |
Property and equipment, net | 809,208 | 811,576 |
Intangible assets: | ||
Goodwill | 3,120,844 | 3,054,769 |
Other intangibles, net | 576,451 | 584,231 |
Equity Method Investments | 185,262 | 183,467 |
Other assets | 112,355 | 101,562 |
Total assets | 8,122,246 | 8,303,199 |
Current liabilities: | ||
Accounts payable | 651,117 | 633,773 |
Accrued expenses: | ||
Accrued payroll-related liabilities | 89,977 | 118,755 |
Other accrued expenses | 243,018 | 209,101 |
Other current liabilities | 83,601 | 37,943 |
Current portion of long-term obligations | 91,988 | 66,109 |
Liabilities of discontinued operations | 0 | 145,104 |
Total current liabilities | 1,159,701 | 1,210,785 |
Long-term obligations, excluding current portion | 2,933,277 | 3,275,662 |
Deferred income taxes | 221,504 | 199,657 |
Other Noncurrent Liabilities | 200,893 | 174,146 |
Stockholders’ equity: | ||
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 306,785,582 and 305,574,384 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively | 3,083 | 3,075 |
Additional paid-in capital | 1,122,787 | 1,116,690 |
Retained earnings | 2,726,637 | 2,590,359 |
Accumulated other comprehensive loss | (245,636) | (267,175) |
Total stockholders’ equity | 3,606,871 | 3,442,949 |
Total liabilities and stockholders’ equity | $ 8,122,246 | $ 8,303,199 |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
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 | 308,283,752 | 307,544,759 |
Common stock, shares outstanding | 308,283,752 | 307,544,759 |
Unaudited Condensed Consolidat6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income | $ 136,278 | $ 112,171 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 50,604 | 33,166 |
Stock-based compensation expense | 7,285 | 5,916 |
Loss on debt extinguishment | 0 | 26,650 |
Loss on sale of business | 8,600 | |
Gains on foreign exchange contracts - acquisition related | 0 | (18,342) |
Changes in operating assets and liabilities, net of effects from acquisitions and dispositions: | ||
Net cash provided by operating activities | 172,293 | 134,844 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (44,398) | (50,393) |
Acquisitions, net of cash acquired | (77,056) | (603,735) |
Proceeds from disposal of business/investment | 316,100 | 10,304 |
Proceeds from foreign exchange contracts | 18,342 | |
Other investing activities, net | 1,314 | 458 |
Net cash provided by (used in) investing activities | 181,157 | (625,024) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from exercise of stock options | 2,464 | 3,202 |
Taxes paid related to net share settlements of stock-based compensation awards | (3,644) | (2,281) |
Debt issuance costs | (5,907) | |
Borrowings under revolving credit facilities | 45,239 | 1,143,217 |
Repayments under revolving credit facilities | (389,313) | (345,609) |
Borrowings under term loans | 338,478 | |
Repayments under term loans | (9,295) | |
Repayments under receivables securitization facility | 97,000 | |
Repayments under receivables securitization facility | (150) | (63,000) |
Repayment of Rhiag Debt and Related payments | (543,347) | |
Repayments of Other Debt | (1,437) | |
Proceeds from (Payments for) Other Financing Activities | 5,000 | |
Net cash (used in) provided by financing activities | (326,386) | 633,166 |
Effect of exchange rate changes on cash and cash equivalents | 3,034 | (1,163) |
Net increase in cash and cash equivalents | 30,098 | 141,823 |
Cash and cash equivalents of continuing and discontinued operations, beginning of period | 227,400 | 87,397 |
Cash and cash equivalents, end of period | 264,614 | 229,220 |
Supplemental disclosure of cash paid for: | ||
Income taxes, net of refunds | 13,746 | 7,715 |
Interest | 10,965 | 19,320 |
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 | 0 | 551,077 |
Noncash property, plant and equipment additions | 2,936 | 5,469 |
Notes and other financing receivables in connection with disposal of business/investment | 5,848 | |
Continuing and Discontinued Operations [Member] | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 50,604 | 33,166 |
Stock-based compensation expense | 7,285 | 5,916 |
Loss on debt extinguishment | 0 | 26,650 |
Loss on sale of business | (8,580) | |
Gains on foreign exchange contracts - acquisition related | (18,342) | |
Other | 1,343 | 1,156 |
Changes in operating assets and liabilities, net of effects from acquisitions and dispositions: | ||
Receivables, net | (108,893) | (78,373) |
Inventories | (745) | 18,973 |
Prepaid income taxes/income taxes payable | 61,064 | 41,152 |
Accounts payable | 24,449 | 20,514 |
Other operating assets and liabilities | (7,672) | (28,139) |
Net cash provided by operating activities | 172,293 | 134,844 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (44,398) | (50,393) |
Acquisitions, net of cash acquired | (77,056) | (603,735) |
Proceeds from disposal of business/investment | 301,297 | 10,304 |
Proceeds from foreign exchange contracts | 18,342 | |
Other investing activities, net | 1,314 | 458 |
Net cash provided by (used in) investing activities | 181,157 | (625,024) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from exercise of stock options | 2,464 | 3,202 |
Taxes paid related to net share settlements of stock-based compensation awards | (3,644) | (2,281) |
Debt issuance costs | 0 | (5,907) |
Borrowings under revolving credit facilities | 45,239 | 1,143,217 |
Repayments under revolving credit facilities | (389,313) | (345,609) |
Borrowings under term loans | 0 | 338,478 |
Repayments under term loans | (9,295) | 0 |
Repayments under receivables securitization facility | 97,000 | |
Repayments under receivables securitization facility | (150) | (63,000) |
Borrowings of other debt, net | 23,313 | 12,850 |
Repayment of Rhiag Debt and Related payments | 0 | (543,347) |
Repayments of Other Debt | (1,437) | |
Proceeds from (Payments for) Other Financing Activities | 5,000 | 0 |
Net cash (used in) provided by financing activities | (326,386) | 633,166 |
Effect of exchange rate changes on cash and cash equivalents | 3,034 | (1,163) |
Net increase in cash and cash equivalents | 30,098 | 141,823 |
Cash and cash equivalents of continuing and discontinued operations, beginning of period | 234,516 | $ 87,397 |
Supplemental disclosure of noncash investing and financing activities: | ||
Business Acquisition Contingent Consideration And Liabilities At Fair Value | $ 10,969 |
Unaudited Condensed Consolidat7
Unaudited Condensed Consolidated Statements of Stockholders' Equity - 3 months ended Mar. 31, 2017 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss |
Beginning balance, shares at Dec. 31, 2016 | 307,545 | ||||
Beginning balance at Dec. 31, 2016 | $ 3,442,949 | $ 3,075 | $ 1,116,690 | $ 2,590,359 | $ (267,175) |
Net Income | 136,278 | 0 | 0 | 136,278 | 0 |
Total other comprehensive income | 21,539 | $ 0 | 0 | 0 | 21,539 |
RSUs vested, shares | 450 | ||||
Restricted stock units vested, value | (2,756) | $ 4 | (2,760) | 0 | 0 |
Stock-based compensation expense | 7,285 | 7,285 | 0 | 0 | |
Stock options exercised, shares | 308 | ||||
Exercise of stock options, value | 2,464 | $ 3 | 2,461 | 0 | 0 |
Ending balance, shares at Mar. 31, 2017 | 308,284 | ||||
Ending balance at Mar. 31, 2017 | 3,606,871 | $ 3,083 | 1,122,787 | 2,726,637 | (245,636) |
shares withheld for net share settlements of stock option awards | (19) | ||||
Adjustments Related to Tax Withholding for Share-based Compensation | $ (888) | $ 1 | $ (889) | $ 0 | $ 0 |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations During the three months ended March 31, 2017 , we completed three acquisitions, including a wholesale business in North America, a wholesale business in Europe and a Specialty vehicle aftermarket business. Total acquisition date fair value of the consideration for these acquisitions was $91.2 million , composed of $77.1 million of cash paid (net of cash acquired) and $14.1 million of other purchase price obligations. We typically fund our acquisitions using borrowings under our credit facilities or other financing arrangements. During the three months ended March 31, 2017 , we recorded $42.8 million of goodwill related to these acquisitions, of which we expect $39.0 million to be deductible for income tax purposes. These acquisitions were not material to our results of operations or financial position as of and for the three months ended March 31, 2017 . On March 18, 2016, LKQ acquired Rhiag-Inter Auto Parts Italia S.p.A. ("Rhiag"), a distributor of aftermarket spare parts for passenger cars and commercial vehicles in Italy, Czech Republic, Slovakia, Switzerland, Hungary, Romania, Ukraine, Bulgaria, Poland and Spain. This acquisition expanded LKQ's geographic presence in continental Europe, and we believe the acquisition will generate potential purchasing synergies. Total acquisition date fair value of the consideration for our Rhiag acquisition was €534.2 million ( $602.0 million ), composed of €533.6 million ( $601.4 million ) of cash 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. We recorded $590.7 million ( $585.4 million of adjustments in 2016 and $5.3 million of adjustments in the three months ended March 31, 2017 ) of goodwill related to our acquisition of Rhiag, which we do not expect to be deductible for income tax purposes. 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 Unaudited Condensed Consolidated Statement Of Income for the year ended December 31, 2016 . On April 21, 2016, LKQ acquired Pittsburgh Glass Works LLC (“PGW”). At acquisition, PGW’s business comprised aftermarket automotive replacement glass distribution services and automotive glass manufacturing. The acquisition expanded our addressable market in North America. 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 $207.6 million ( $205.1 million in 2016 and $2.5 million in the three months ended March 31, 2017 ) of goodwill related to our acquisition of PGW, of which we expect $104.0 million to be deductible for income tax purposes. On October 4, 2016, we acquired substantially all of the business assets of Andrew Page Limited ("Andrew Page"), a distributor of aftermarket automotive parts in the U.K., out of receivership. The acquisition is subject to regulatory approval by the Competition and Markets Authority ("CMA") in the U.K. The CMA's review is ongoing as of the date of this report. Total acquisition date fair value of the consideration for this 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 that 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 addition to our acquisitions of Rhiag, PGW and Andrew Page, we acquired seven wholesale businesses in Europe and five wholesale businesses in North America during the year ended December 31, 2016 . 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. Our acquisitions are accounted for under the purchase method of accounting and are included in our unaudited condensed consolidated financial statements from the dates of acquisition. The purchase prices were allocated to the net assets acquired based upon estimated fair market values at the dates of acquisition. The purchase price allocations for the acquisitions made during the three months ended March 31, 2017 and the last nine months of the year ended December 31, 2016 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 March 31, 2017 , we recorded adjustments based on our valuation procedures for our acquisition of Rhiag that resulted in the allocation of $149.0 million of goodwill to acquired assets, primarily intangible assets and property and equipment; this amount includes a $5.3 million increase to goodwill recorded in the first quarter of 2017, primarily attributable to a decline in the value allocated to property and equipment. Additionally, from the date of our preliminary allocation for PGW in the second quarter of 2016 through March 31, 2017 , we recorded adjustments based on our valuation procedures that resulted in a $23.6 million increase to goodwill recorded for our PGW acquisition, of which $2.5 million was recorded in the first quarter of 2017. These adjustments were primarily attributable to a decline in the value allocated to property and equipment, partially offset by an increase in the value allocated to deferred taxes. The income statement effect of the Rhiag and PGW measurement period adjustments that would have been recorded in previous reporting periods if the adjustments had been recognized as of the acquisition dates was immaterial. The balance sheet impact and income statement effect of other measurement-period adjustments recorded for acquisitions completed in prior periods was immaterial. The preliminary purchase price allocations for the acquisitions completed during the three months ended March 31, 2017 and the year ended December 31, 2016 are as follows (in thousands): Three Months Ended Year Ended March 31, 2017 December 31, 2016 All Acquisitions (1) Rhiag PGW (2) Other Acquisitions Total Receivables $ 10,788 $ 230,670 $ 136,523 $ 13,216 $ 380,409 Receivable reserves — (28,242 ) (7,135 ) (794 ) (36,171 ) Inventories (3) 35,567 239,529 169,159 62,223 470,911 Prepaid expenses and other current assets (2,718 ) 10,793 42,573 4,445 57,811 Property and equipment (6,299 ) 56,774 225,645 17,140 299,559 Goodwill 50,570 585,415 205,058 52,336 842,809 Other intangibles 8,055 429,360 37,954 2,537 469,851 Other assets (4) 1,113 2,092 57,671 (133 ) 59,630 Deferred income taxes 948 (110,791 ) 17,506 (1,000 ) (94,285 ) Current liabilities assumed (6,845 ) (239,665 ) (168,332 ) (42,290 ) (450,287 ) Debt assumed — (550,843 ) (4,027 ) (2,378 ) (557,248 ) Other noncurrent liabilities assumed — (23,085 ) (50,847 ) (103 ) (74,035 ) Contingent consideration liabilities (10,969 ) — — — — Other purchase price obligations (3,154 ) — — (6,698 ) (6,698 ) Notes issued — — — (4,087 ) (4,087 ) Settlement of pre-existing balances — (591 ) — (32 ) (623 ) Gain on bargain purchase — — — (8,207 ) (8,207 ) Cash used in acquisitions, net of cash acquired $ 77,056 $ 601,416 $ 661,748 $ 86,175 $ 1,349,339 (1) Includes $6.4 million and $3.1 million of adjustments to reduce property and equipment and other current assets for Rhiag and PGW, respectively. (2) Includes both continuing and discontinued operations of PGW. See Note 3, "Discontinued Operations " for further information on our discontinued operations. (3) The PGW inventory balance includes the impact of a $9.8 million step-up adjustment to report the inventory at its fair value. (4) 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 was recorded within Liabilities of discontinued operations on our consolidated balance sheet as of December 31, 2016 ; these amounts were included in the net assets disposed as part of the sale of the business, which occurred in the first quarter of 2017. Due to the immateriality of our pension plans for our continuing operations, 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 three months ended March 31, 2017 and the year ended December 31, 2016 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 automotive 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 the aftermarket automotive glass distribution business of our PGW acquisition will allow for distribution synergies with our existing network in North America, which contributed to the goodwill recorded on the acquisition. When we identify potential acquisitions, we attempt to target companies with a leading market presence, an experienced management team and workforce that provide a fit with our existing operations, and strong cash flows. For certain of our acquisitions, we have identified cost savings and synergies as a result of integrating the company with our existing business that provide additional value to the combined entity. In many cases, acquiring companies with these characteristics will result in purchase prices that include a significant amount of goodwill. The following pro forma summary presents the effect of the businesses acquired during the three months ended March 31, 2017 as though the businesses had been acquired as of January 1, 2016 , and the businesses acquired during the year ended December 31, 2016 as though they had been acquired as of January 1, 2015 . The pro forma adjustments are based upon unaudited financial information of the acquired entities (in thousands, except per share data): Three Months Ended March 31, 2017 2016 Revenue, as reported $ 2,342,843 $ 1,921,476 Revenue of purchased businesses for the period prior to acquisition: Rhiag — 213,376 PGW (1) — 83,034 Other acquisitions 9,554 105,149 Pro forma revenue $ 2,352,397 $ 2,323,035 Income from continuing operations, as reported $ 140,809 $ 112,171 Income from continuing operations of purchased businesses for the period prior to acquisition, and pro forma purchase accounting adjustments: Rhiag — (203 ) PGW (1),(2) — 6,838 Other acquisitions 817 1,229 Acquisition related expenses, net of tax (3) 411 8,494 Pro forma income from continuing operations $ 142,037 $ 128,529 Earnings per share from continuing operations, basic—as reported $ 0.46 $ 0.37 Effect of purchased businesses for the period prior to acquisition: Rhiag — (0.00) PGW (1),(2) — 0.02 Other acquisitions 0.00 0.00 Acquisition related expenses, net of tax (3) 0.00 0.03 Pro forma earnings per share from continuing operations, basic (4) $ 0.46 $ 0.42 Earnings per share from continuing operations, diluted—as reported $ 0.45 $ 0.36 Effect of purchased businesses for the period prior to acquisition: Rhiag — (0.00) PGW (1),(2) — 0.02 Other acquisitions 0.00 0.00 Acquisition related expenses, net of tax (3) 0.00 0.03 Pro forma earnings per share from continuing operations, diluted (4) $ 0.46 $ 0.42 (1) PGW reflects the results for the continuing aftermarket automotive glass distribution business only. (2) Excludes $4.4 million of corporate costs for the three months ended March 31, 2016 that we do not expect to incur going forward as a result of the sale of our glass manufacturing business. (3) Includes expenses related to acquisitions closed in the period and excludes expenses for acquisitions not yet completed. (4) 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. The pro forma impact of our acquisitions also reflects the elimination of acquisition related expenses, net of tax. Refer to Note 5, "Restructuring and Acquisition Related Expenses ," for further information regarding our acquisition related expenses. These pro forma results are not necessarily indicative of what would have occurred if the acquisitions had been in effect for the periods presented or of future results. |
Interim Financial Statements
Interim Financial Statements | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Interim Financial Statements | Interim Financial Statements The unaudited financial statements presented in this report represent the consolidation of LKQ Corporation, a Delaware corporation, and its subsidiaries. LKQ Corporation is a holding company and all operations are conducted by subsidiaries. When the terms "LKQ," "the Company," "we," "us," or "our" are used in this document, those terms refer to LKQ Corporation and its consolidated subsidiaries. We have prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to interim financial statements. Accordingly, certain information related to our significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted. These unaudited condensed consolidated financial statements reflect, in the opinion of management, all material adjustments (which include only normally recurring adjustments) necessary to fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented. Operating results for interim periods are not necessarily indicative of the results that can be expected for any subsequent interim period or for a full year. These interim financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our most recent Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on February 27, 2017. |
Discontinued Operations (Notes)
Discontinued Operations (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Note 3. Discontinued Operations On March 1, 2017, LKQ completed the sale of the glass manufacturing business of its PGW subsidiary to a subsidiary of Vitro S.A.B. de C.V. (Vitro) for a sales price of $301.3 million , including cash received of $316.1 million , net of cash disposed of $14.8 million . In addition, we recorded a purchase price receivable of $3.6 million subject to post sale adjustments. As a result of this transaction, the remaining portion of the Glass operating segment was combined with our Wholesale - North America operating segment, which is part of our North America reportable segment, in the first quarter of 2017. See Note 14, "Segment and Geographic Information " for further information regarding our segments. Upon execution of the Stock and Asset Purchase Agreement (the "Vitro Agreement") in December 2016, 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 were reflected on the Consolidated Balance Sheet at the lower of the net asset carrying value or fair value less cost to sell as of December 31, 2016 . 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 Vitro Agreement, the Company and Vitro entered into a twelve-month Transition Services Agreement commencing on the transaction date 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 sale described above for the three months ended March 31, 2017 as presented in “Loss from discontinued operations, net of tax” on the Unaudited Condensed Consolidated Statements of Income (in thousands): Period from January 1 to March 1, 2017 Revenue $ 111,130 Cost of goods sold (100,084 ) Operating expenses (8,369 ) Operating income 2,677 Interest and other expenses, net 1,204 (1) Income from discontinued operations before provision for income taxes 3,881 Provision for income taxes (3,598 ) (2) Equity in earnings (loss) of unconsolidated subsidiaries (534 ) Loss from discontinued operations, net of tax (251 ) Loss on sale of discontinued operations, net of tax (4,280 ) (3) Net loss from discontinued operations, net of tax $ (4,531 ) (1) The Company elected to allocate interest expense to discontinued operations based on the expected debt to be repaid. Under this approach, allocated interest through the period ended March 1, 2017 was $1.6 million . Partially offsetting this expense were foreign currency gains. (2) The provision for taxes includes a return to provision adjustment related to its international operations. (3) In the first quarter of 2017, upon closing of the sale and write-off of the net assets of the glass manufacturing business, we recorded a pre-tax loss on sale of $8.6 million , and a $4.3 million tax benefit. The incremental loss primarily reflects a $5.7 million payable for intercompany sales from the glass manufacturing business to the aftermarket automotive glass distribution business incurred prior to closing which will be paid by LKQ and capital expenditures in 2017 that were not reimbursed by the buyer. The glass manufacturing business had $3.9 million of operating cash outflows, $3.6 million of investing cash outflows mainly consisting of capital expenditures, and $15.0 million of financing cash inflows made up of parent financing for the period from January 1, 2017 through March 1, 2017. Pursuant to the Purchase and Supply Agreement, our aftermarket automotive glass distribution business will source various products from Vitro's glass manufacturing business annually for a three year period beginning on March 1, 2017. Between January 1, 2017 and the sale date of March 1, 2017, intercompany sales between the glass manufacturing business and the continuing aftermarket automotive glass distribution business of PGW which were eliminated in consolidation were $7.8 million . |
Financial Statement Information
Financial Statement Information | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Revenue Recognition The majority of our revenue is derived from the sale of vehicle parts. Revenue is recognized when the products are shipped to, delivered to or picked up by customers and title has transferred, subject to an allowance for estimated returns, discounts and allowances that we estimate based upon historical information. We recorded a reserve for estimated returns, discounts and allowances of approximately $40.7 million and $38.3 million at March 31, 2017 and December 31, 2016 , respectively. We present taxes assessed by governmental authorities collected from customers on a net basis. Therefore, the taxes are excluded from revenue on our Unaudited Condensed Consolidated Statements of Income and are shown as a current liability on our Unaudited Condensed Consolidated Balance Sheets until remitted. We recognize revenue from the sale of scrap metal, other metals, and cores when title has transferred, which typically occurs upon delivery to the customer. Allowance for Doubtful Accounts We have a reserve for uncollectible accounts which was approximately $45.2 million and $45.6 million at March 31, 2017 and December 31, 2016 , respectively. Inventories Inventories consists of the following (in thousands): March 31, December 31, 2017 2016 Aftermarket and refurbished products $ 1,557,363 $ 1,540,257 Salvage and remanufactured products 421,102 394,980 Total inventories $ 1,978,465 $ 1,935,237 Our acquisitions completed during 2017 contributed $35.6 million of the increase in our salvage and remanufactured products inventory during 2017 . See Note 2, "Business Combinations " for further information on our acquisitions. Intangible Assets Intangible assets consist primarily of goodwill (the cost of purchased businesses in excess of the fair value of the identifiable net assets acquired) and other specifically identifiable intangible assets, such as trade names, trademarks, customer and supplier relationships, software and other technology related assets, and covenants not to compete. The changes in the carrying amount of goodwill by reportable segment during the three months ended March 31, 2017 are as follows (in thousands): North America (1) Europe Specialty (1) Total Balance as of January 1, 2017 $ 1,661,800 $ 1,099,976 $ 292,993 $ 3,054,769 Business acquisitions and adjustments to previously recorded goodwill 41,882 8,022 666 50,570 Exchange rate effects 1,077 14,479 (51 ) 15,505 Balance as of March 31, 2017 $ 1,704,759 $ 1,122,477 $ 293,608 $ 3,120,844 (1) In the first quarter of 2017, we realigned a portion of our North America operations under our Specialty segment. Prior year amounts have been recast to reflect the shift in reporting structure. The components of other intangibles are as follows (in thousands): March 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trade names and trademarks $ 296,699 $ (59,734 ) $ 236,965 $ 286,008 $ (51,104 ) $ 234,904 Customer and supplier relationships 403,126 (108,026 ) 295,100 395,284 (92,079 ) 303,205 Software and other technology related assets 83,028 (42,522 ) 40,506 77,329 (35,648 ) 41,681 Covenants not to compete 11,862 (7,982 ) 3,880 11,726 (7,285 ) 4,441 $ 794,715 $ (218,264 ) $ 576,451 $ 770,347 $ (186,116 ) $ 584,231 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 $23.3 million and $8.9 million during the three months ended March 31, 2017 and 2016 , respectively. Estimated amortization expense for each of the five years through the period ending December 31, 2021 is $69.4 million (for the remaining nine months of 2017), $77.3 million , $63.8 million , $50.3 million and $42.7 million , respectively. Property and Equipment Included in Cost of Goods Sold on the Unaudited Condensed Consolidated Statements of Income is depreciation expense associated with our refurbishing, remanufacturing, and furnace operations as well as our distribution centers. Total depreciation expense was $27.3 million and $24.3 million during the three months ended March 31, 2017 and 2016, respectively. Investments in Unconsolidated Subsidiaries Our investment in unconsolidated subsidiaries was $185.3 million as of March 31, 2017 . 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 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. As of March 31, 2017, the book value of our investment in Mekonomen exceeded our share of the book value of Mekonomen's net assets by $115.6 million ; this difference is primarily related to goodwill and the fair value of other intangible assets. 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. For the three months ended March 31, 2017 , we recorded equity in earnings totaling $0.3 million related to our investment in Mekonomen, which represents our share of the results from the investment date through December 31, 2016, including adjustments to convert the results to US GAAP and to recognize the impact of our purchase accounting adjustments. The level 1 fair value of our equity investment in the publicly traded Mekonomen common stock at March 31, 2017 was $187.3 million compared to a carrying value of $183.2 million . 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 Unaudited Condensed 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, 2017 $ 19,634 Warranty expense 9,254 Warranty claims (7,268 ) Balance as of March 31, 2017 $ 21,620 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 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 ASU 2016-02 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under current GAAP. ASU 2016-02 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 on 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 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. ASU 2016-15 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. ASU 2016-15 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, but we do not expect to early adopt in 2017. 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. ASU 2017-04 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, and we plan to early adopt in 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. 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. ASU 2016-09 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. The presentation of excess tax benefits on share-based payments was adjusted retrospectively within the Consolidated Statements of Cash Flows, resulting in a $4.6 million increase in operating cash flows for the three months ended March 31, 2016 with a corresponding decrease to financing cash flows. |
Restructuring and Acquisition R
Restructuring and Acquisition Related Expenses | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Acquisition Related Expenses | Acquisition Related Expenses Acquisition related expenses, which include external costs such as legal, accounting, and advisory fees, totaled $2.6 million and $12.7 million for the three months ended March 31, 2017 and 2016 , respectively. Of our 2017 expenses, $0.5 million was related to our acquisition of Andrew Page, and the remaining $2.1 million was related to other completed acquisitions and acquisitions that were pending as of March 31, 2017. Of our 2016 expenses, $10.7 million was related to our acquisition of Rhiag, $1.8 million was related to our acquisition of PGW, and $0.2 million was related to other completed acquisitions and acquisitions that were pending as of March 31, 2016 . Acquisition Integration Plans During the three months ended March 31, 2017 and 2016 , we incurred $0.3 million and $2.1 million of restructuring expenses, respectively. Expenses incurred during the three months ended March 31, 2017 were primarily a result of the 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 the merger of existing facilities into larger distribution centers. Expenses incurred during the three months ended March 31, 2016 were primarily a result of the integration of our acquisition of Parts Channel into our existing North American wholesale business and the integration of our Coast acquisition into our existing Specialty business. Expenses incurred were primarily related to facility closure and relocation costs for duplicate facilities and the termination of employees. 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 . |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | In order to attract and retain employees, non-employee directors, consultants, and other persons associated with us, we may grant qualified and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance shares and performance units under the LKQ Corporation 1998 Equity Incentive Plan (the “Equity Incentive Plan”). We have granted RSUs, stock options, and restricted stock under the Equity Incentive Plan. We expect to issue new shares of common stock to cover past and future equity grants. RSUs RSUs vest over periods of up to five years, subject to a continued service condition. Currently outstanding RSUs contain either a time-based vesting condition or a combination of a performance-based vesting condition and a time-based vesting condition, in which case, both conditions must be met before any RSUs vest. For the RSUs containing a performance-based vesting condition, the Company must report positive diluted earnings per share, subject to certain adjustments, during any fiscal year period within five years following the grant date. Each RSU converts into one share of LKQ common stock on the applicable vesting date. The grant date fair value of RSUs is based on the market price of LKQ stock on the grant date. The fair value of RSUs that vested during the three months ended March 31, 2017 was $17.0 million . The following table summarizes activity related to our RSUs under the Equity Incentive Plan for the three months ended March 31, 2017 : 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, 2017 1,873,737 $ 27.58 Granted 678,450 $ 31.73 Vested (537,512 ) $ 25.84 Forfeited / Canceled (75,302 ) $ 31.68 Unvested as of March 31, 2017 1,939,373 $ 29.36 Expected to vest after March 31, 2017 1,843,631 $ 29.45 3.1 $ 53,963 (1) The aggregate intrinsic value of unvested and expected to vest RSUs represents the total pretax intrinsic value (the fair value of the Company's stock on the last day of each period multiplied by the number of units) that would have been received by the holders had all RSUs vested. This amount changes based on the market price of the Company’s common stock. Stock Options Stock options vest over periods of up to five years, subject to a continued service condition. Stock options expire either six or ten years from the date they are granted. No options were granted during the three months ended March 31, 2017 . The total grant-date fair value of options that vested during the three months ended March 31, 2017 was $0.7 million . The following table summarizes activity related to our stock options under the Equity Incentive Plan for the three months ended March 31, 2017 : Number Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) (1) Balance as of January 1, 2017 2,623,217 $ 9.19 Exercised (308,189 ) $ 8.00 $ 7,250 Forfeited / Canceled (1,527 ) $ 32.31 Balance as of March 31, 2017 2,313,501 $ 9.33 2.1 $ 46,360 Exercisable as of March 31, 2017 2,313,501 $ 9.33 2.1 $ 46,360 Exercisable as of March 31, 2017 and expected to vest thereafter 2,313,501 $ 9.33 2.1 $ 46,360 (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 following table summarizes the components of pre-tax stock-based compensation expense for our continuing operations (in thousands): Three Months Ended March 31, 2017 2016 RSUs $ 7,279 $ 5,879 Stock options 6 37 Total stock-based compensation expense $ 7,285 $ 5,916 As of March 31, 2017 , unrecognized compensation expense related to unvested RSUs is $47.5 million . Stock-based compensation expense related to these awards will be different to the extent that forfeitures are realized. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | The following chart sets forth the computation of earnings per share (in thousands, except per share amounts): Three Months Ended March 31, 2017 2016 Income from continuing operations $ 140,809 $ 112,171 Denominator for basic earnings per share—Weighted-average shares outstanding 308,028 306,157 Effect of dilutive securities: RSUs 564 580 Stock options 1,708 2,456 Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding 310,300 309,193 Basic earnings per share from continuing operations $ 0.46 $ 0.37 Diluted earnings per share from continuing operations $ 0.45 $ 0.36 The following table sets forth the number of employee stock-based compensation awards outstanding but not included in the computation of diluted earnings per share because their effect would have been antidilutive for the three months ended March 31, 2017 and 2016 (in thousands): Three Months Ended March 31, 2017 2016 Antidilutive securities: RSUs 147 228 Stock options 78 88 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | The components of Accumulated Other Comprehensive Income (Loss) are as follows (in thousands): Three Months Ended March 31, 2017 Foreign Unrealized Gain Unrealized (Loss) Gain Other Comprehensive (Loss) Income from Unconsolidated Subsidiaries Accumulated Beginning balance $ (272,529 ) $ 8,091 $ (2,737 ) $ — $ (267,175 ) Pretax income 20,068 832 836 — 21,736 Income tax effect — (356 ) (318 ) — (674 ) Reclassification of unrealized loss (gain) — 4,257 (171 ) — 4,086 Reclassification of deferred income taxes — (1,570 ) 48 — (1,522 ) Disposal of business 1,511 — (3,436 ) — (1,925 ) Other comprehensive (loss) income from unconsolidated subsidiaries — — — (162 ) (162 ) Ending balance $ (250,950 ) $ 11,254 $ (5,778 ) $ (162 ) $ (245,636 ) Three Months Ended March 31, 2016 Foreign Unrealized (Loss) Gain Unrealized (Loss) Gain Other Comprehensive (Loss) Income from Unconsolidated Subsidiaries Accumulated Beginning balance $ (96,890 ) $ (932 ) $ (7,648 ) $ — $ (105,470 ) Pretax (loss) income 140 (165 ) — — (25 ) Income tax effect — 49 — — 49 Reclassification of unrealized loss — 807 196 — 1,003 Reclassification of deferred income taxes — (259 ) (49 ) — (308 ) Ending balance $ (96,750 ) $ (500 ) $ (7,501 ) $ — $ (104,751 ) Net unrealized gains on our interest rate swap contracts totaling $1.1 million and net unrealized losses of $0.8 million were reclassified to interest expense in our Unaudited Condensed Consolidated Statements of Income during the three months ended March 31, 2017 and 2016 , respectively. We also reclassified a loss of $5.4 million related to our cross currency swaps to Other income, net in our Unaudited Condensed Consolidated Statements of Income during the three months ended March 31, 2017 . 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 | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Obligations | Long-Term Obligations consist of the following (in thousands): March 31, December 31, 2017 2016 Senior secured credit agreement: Term loans payable $ 723,390 $ 732,684 Revolving credit facilities 1,018,181 1,358,220 Senior notes 600,000 600,000 Euro notes 532,600 525,850 Receivables securitization facility 99,850 100,000 Notes payable through October 2025 at weighted average interest rates of 2.3% and 2.1%, respectively 10,014 11,808 Other long-term debt at weighted average interest rates of 2.0% and 2.4%, respectively 64,148 37,125 Total debt 3,048,183 3,365,687 Less: long-term debt issuance costs (20,604 ) (21,611 ) Less: current debt issuance costs (2,314 ) (2,305 ) Total debt, net of issuance costs 3,025,265 3,341,771 Less: current maturities, net of debt issuance costs (91,988 ) (66,109 ) Long term debt, net of debt issuance costs $ 2,933,277 $ 3,275,662 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 term loans of approximately $500 million and €230 million ); (3) increase our ability to incur additional indebtedness; and (4) make other immaterial or clarifying modifications and amendments to the terms of the Third Amended and Restated Credit Agreement. The additional term loan borrowing was used to repay outstanding revolver borrowings and the amount outstanding under our receivables securitization facility, and to pay fees and expenses relating to the amendment and restatement. The remaining additional term loan borrowing was used 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 transferred 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 were 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 are due and payable in 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 rate on borrowings outstanding under the Credit Agreement at March 31, 2017 and December 31, 2016 was 2.0% . 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 was classified as current maturities at both March 31, 2017 and December 31, 2016 . As of March 31, 2017 , there were letters of credit outstanding in the aggregate amount of $72.2 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 March 31, 2017 was $1.4 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 three months ended March 31, 2016 as a loss on debt extinguishment. Senior Notes In April 2014, LKQ Corporation completed an offer to exchange $600 million aggregate principal amount of 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's 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 U.S. 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 Unaudited Condensed Consolidated Statements of Income. Euro Notes On April 14, 2016, LKQ Italia Bondco S.p.A. (the “Issuer”), an indirect, wholly-owned subsidiary of LKQ Corporation, completed an offering of €500 million aggregate principal amount of senior notes due April 1, 2024 (the “Euro Notes”) in a private placement conducted pursuant to Regulation S and Rule 144A under the Securities Act of 1933. The proceeds from the offering were used to repay a portion of the revolver borrowings under the Credit Agreement and to pay related fees and expenses. The Euro Notes are governed by the Indenture dated as of April 14, 2016 (the “Indenture”) among the Issuer, LKQ Corporation and certain of our subsidiaries (the “Euro Notes Subsidiaries”), the trustee, and the paying agent, transfer agent, and registrar. The Euro Notes bear interest at a rate of 3.875% per year from the date of original issuance or from the most recent payment date on which interest has been paid or provided for. Interest on the Euro Notes is payable in arrears on April 1 and October 1 of each year, beginning on October 1, 2016. The Euro Notes are fully and unconditionally guaranteed by LKQ Corporation and the Euro Notes Subsidiaries (the "Euro Notes Guarantors"). The Euro Notes and the guarantees are, respectively, the Issuer’s and each Euro Notes Guarantor’s senior unsecured obligations and are subordinated to all of the Issuer's and the Euro Notes Guarantors’ existing and future secured debt to the extent of the assets securing that secured debt. In addition, the Euro Notes are effectively subordinated to all of the liabilities of our subsidiaries that are not guaranteeing the Euro Notes to the extent of the assets of those subsidiaries. The Euro Notes have been listed on the ExtraMOT, Professional Segment of the Borsa Italia S.p.A. securities exchange as well as the Global Exchange Market of the Irish Stock Exchange. Related to the execution of the Euro Notes in April 2016, we incurred $10.3 million of fees which were capitalized as an offset to Long-Term Obligations and are amortized over the term of the offering. Receivables Securitization Facility On 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 Unaudited Condensed Consolidated Balance Sheets, under which the receivables included in the program collateralize the amounts invested by BTMU, the conduit investors and/or financial institutions (the "Purchasers"). The receivables are held by LKQ Receivables Finance Company, LLC ("LRFC"), a wholly-owned bankruptcy-remote special purpose subsidiary of LKQ, and therefore, the receivables are available first to satisfy the creditors of LRFC, including the investors. As of March 31, 2017 and December 31, 2016 , $141.9 million and $140.3 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 March 31, 2017 , the interest rate under the receivables facility was based on commercial paper rates and was 1.8% . The outstanding balances of $99.9 million and $100.0 million as of March 31, 2017 and December 31, 2016 , respectively, were classified as long-term on the Unaudited Condensed Consolidated Balance Sheets because we have the ability and intent to refinance these borrowings on a long-term basis. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | We are exposed to market risks, including the effect of changes in interest rates, foreign currency exchange rates and commodity prices. Under our current policies, we use derivatives to manage our exposure to variable interest rates on our senior secured debt and changing foreign exchange rates for certain foreign currency denominated transactions. We do not hold or issue derivatives for trading purposes. Cash Flow Hedges 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. Our interest rate swap contracts have maturity dates ranging from January to June 2021. 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. 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. In 2016, we entered into three cross currency swap agreements for a total notional amount of $422.4 million ( €400 million ). The notional amount steps down by €15.0 million annually through 2020 with the remainder maturing 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 March 31, 2017 and December 31, 2016 (in thousands): Notional Amount Fair Value at March 31, 2017 (USD) Fair Value at December 31, 2016 (USD) March 31, 2017 December 31, 2016 Other Assets Other Noncurrent Liabilities Other Assets Other Noncurrent Liabilities Interest rate swap agreements USD denominated $ 590,000 $ 590,000 $ 17,489 $ — $ 16,421 $ — Cross currency swap agreements USD/euro $ 418,442 $ 422,408 2,524 5,388 1,486 3,128 Total cash flow hedges $ 20,013 $ 5,388 $ 17,907 $ 3,128 While our derivative instruments executed with the same counterparty are subject to master netting arrangements, we present our cash flow hedge derivative instruments on a gross basis in our Unaudited Condensed Consolidated Balance Sheets. The impact of netting the fair values of these contracts would not have a material effect on our Unaudited Condensed Consolidated Balance Sheets at March 31, 2017 or December 31, 2016 . 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 the three months ended March 31, 2017 and 2016. We do not expect future ineffectiveness related to our cash flow hedges to have a material effect on our results of operations. As of March 31, 2017 , we estimate that $0.1 million of derivative gains (net of tax) included in Accumulated other comprehensive income (loss) will be reclassified into our Unaudited Condensed 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 March 31, 2017 and December 31, 2016 , along with the effect on our results of operations during each of the three month periods ended March 31, 2017 and 2016, were immaterial. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Financial Assets and Liabilities Measured at Fair Value We use the market and income approaches to value our financial assets and liabilities, and during the three months ended March 31, 2017 , 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 March 31, 2017 and December 31, 2016 (in thousands): Balance as of March 31, 2017 Fair Value Measurements as of March 31, 2017 Level 1 Level 2 Level 3 Assets: Cash surrender value of life insurance $ 38,428 $ — $ 38,428 $ — Interest rate swaps 20,013 — 20,013 — Total Assets $ 58,441 $ — $ 58,441 $ — Liabilities: Contingent consideration liabilities $ 11,242 $ — $ — $ 11,242 Deferred compensation liabilities 40,131 — 40,131 — Foreign currency forward contracts 5,388 — 5,388 — Total Liabilities $ 56,761 $ — $ 45,519 $ 11,242 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 The cash surrender value of life insurance is included in Other Assets on our Unaudited Condensed Consolidated Balance Sheets. The current portion of deferred compensation is included in Accrued payroll-related liabilities and the current portion of contingent consideration liabilities is included in Other current liabilities on our Unaudited Condensed Consolidated Balance Sheets; the noncurrent portion of these amounts is included in Other Noncurrent Liabilities on our Unaudited Condensed Consolidated Balance Sheets based on the expected timing of the related payments. The balance sheet classification of the interest rate swaps 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. 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 Unaudited Condensed Consolidated Balance Sheets at cost. Based on market conditions as of March 31, 2017 and December 31, 2016 , the fair value of our credit agreement borrowings reasonably approximated the carrying value of $1.7 billion and $2.1 billion , respectively. In addition, based on market conditions, the fair values of the outstanding borrowings under the receivables facility reasonably approximated the carrying value of $99.9 million and $100.0 million at March 31, 2017 and December 31, 2016 , respectively. As of March 31, 2017 and December 31, 2016 , the fair values of the U.S. Notes were approximately $595.8 million and $599.5 million , respectively, compared to a carrying value of $600.0 million . As of March 31, 2017 and December 31, 2016 , the fair values of the Euro Notes were approximately $562.8 million and $560.6 million compared to carrying values of $532.6 million and $525.9 million , respectively. 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 March 31, 2017 to assume these obligations. The fair value of our U.S. 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 | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Operating Leases We are obligated under noncancelable operating leases for corporate office space, warehouse and distribution facilities, trucks and certain equipment. The future minimum lease commitments under these leases at March 31, 2017 are as follows (in thousands): Nine months ending December 31, 2017 $ 158,837 Years ending December 31: 2018 182,944 2019 151,442 2020 122,188 2021 92,010 2022 75,622 Thereafter 457,967 Future Minimum Lease Payments $ 1,241,010 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 | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | At the end of each interim period, we estimate our annual effective tax rate and apply that rate to our interim earnings. We also record the tax impact of certain unusual or infrequently occurring items, including changes in judgment about valuation allowances and the effects of changes in tax laws or rates, in the interim period in which they occur. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in state and foreign jurisdictions, permanent and temporary differences between book and taxable income, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the tax environment changes. Our effective income tax rate for the three months ended March 31, 2017 was 33.9% , compared with 32.1% for the comparable prior year period. The effective tax rate for the three months ended March 31, 2017 and 2016 reflects the impact of favorable discrete items related to excess tax benefits from stock-based payments in the amount of $3.3 million and $4.4 million , respectively. The increase in our effective tax rate for the three months ended March 31, 2017 compared to the prior year period also reflects our expected geographic distribution of income, with a slightly larger proportion of our pre-tax income expected to be earned in the U.S., which has a higher tax rate than our foreign operations. |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | We have four operating segments: Wholesale – North America, Europe, Specialty and Self Service. Our Wholesale – North America and Self Service operating segments are aggregated into one reportable segment, North America, because they possess similar economic characteristics and have common products and services, customers, and methods of distribution. Our reportable segments are organized based on a combination of geographic areas served and type of product lines offered. The reportable segments are managed separately as each business serves different customers (i.e. geographic in the case of North America and Europe and product type in the case of Specialty) and is affected by different economic conditions. Therefore, we present three reportable segments: North America, Europe and Specialty. The following tables present our financial performance by reportable segment for the periods indicated (in thousands): North America (1) Europe Specialty (1) Eliminations Consolidated Three Months Ended March 31, 2017 Revenue: Third Party $ 1,208,047 $ 820,897 $ 313,899 $ — $ 2,342,843 Intersegment 193 — 1,035 (1,228 ) — Total segment revenue $ 1,208,240 $ 820,897 $ 314,934 $ (1,228 ) $ 2,342,843 Segment EBITDA $ 176,135 $ 78,694 $ 35,441 $ — $ 290,270 Depreciation and amortization (2) 20,378 24,751 5,475 — 50,604 Three Months Ended March 31, 2016 Revenue: Third Party $ 1,080,606 $ 546,751 $ 294,119 $ — $ 1,921,476 Intersegment 214 10 951 (1,175 ) — Total segment revenue $ 1,080,820 $ 546,761 $ 295,070 $ (1,175 ) $ 1,921,476 Segment EBITDA $ 145,691 $ 57,498 $ 33,422 $ — $ 236,611 Depreciation and amortization (2) 17,390 10,308 5,468 — 33,166 (1) In the first quarter of 2017, we realigned a portion of our North America operations under our Specialty segment. Prior year results have been recast to reflect the shift in reporting structure in order to present segment results on a comparable basis. (2) 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): Three Months Ended March 31, 2017 2016 Net income $ 136,278 $ 112,171 Subtract: Loss from discontinued operations, net of tax (4,531 ) — Income from continuing operations 140,809 112,171 Add: Depreciation and amortization 48,656 31,688 Depreciation and amortization - cost of goods sold 1,948 1,478 Interest expense, net 23,988 14,592 Loss on debt extinguishment — 26,650 Provision for income taxes 72,155 53,128 EBITDA 287,556 239,707 Subtract: Equity in earnings (loss) of unconsolidated subsidiaries 214 (362 ) Gains on foreign exchange contracts - acquisition related (1) — 18,342 Add: Restructuring and acquisition related expenses (2) 2,928 14,811 Change in fair value of contingent consideration liabilities — 73 Segment EBITDA $ 290,270 $ 236,611 (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) See Note 5, "Restructuring and Acquisition Related Expenses ," for further information. The following table presents capital expenditures by reportable segment (in thousands): Three Months Ended March 31, 2017 2016 Capital Expenditures North America $ 16,760 $ 22,783 Europe 20,458 19,107 Specialty 3,582 8,503 Discontinued operations 3,598 — Total capital expenditures $ 44,398 $ 50,393 The following table presents assets by reportable segment (in thousands): March 31, December 31, 2017 2016 Receivables, net North America $ 382,922 $ 351,681 Europe 473,834 443,281 Specialty 116,914 65,587 Total receivables, net 973,670 860,549 Inventories North America 945,454 915,244 Europe 740,209 718,729 Specialty 292,802 301,264 Total inventories 1,978,465 1,935,237 Property and Equipment, net North America 502,582 505,925 Europe 247,720 247,910 Specialty 58,906 57,741 Total property and equipment, net 809,208 811,576 Equity Method Investments North America 336 336 Europe 184,926 183,131 Total equity method investments 185,262 183,467 Other unallocated assets 4,175,641 4,512,370 Total assets $ 8,122,246 $ 8,303,199 We report net receivables, inventories, and net property and equipment by segment as that information is used by the chief operating decision maker in assessing segment performance. These assets provide a measure for the operating capital employed in each segment. Unallocated assets include cash, prepaid and other current and noncurrent assets, goodwill, intangibles, assets of 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, Italy, Czech Republic, Switzerland, Hungary, Romania, Ukraine, Bulgaria, Slovakia, Spain, Sweden, and Norway. Our operations in other countries include recycled and aftermarket operations in Canada, engine remanufacturing and bumper refurbishing operations in Mexico, an aftermarket parts freight consolidation warehouse in Taiwan, and administrative support functions in India. Our net sales are attributed to geographic area based on the location of the selling operation. The following table sets forth our revenue by geographic area (in thousands): Three Months Ended March 31, 2017 2016 Revenue United States $ 1,417,040 $ 1,284,967 United Kingdom 382,652 349,676 Other countries 543,151 286,833 Total revenue $ 2,342,843 $ 1,921,476 The following table sets forth our tangible long-lived assets by geographic area (in thousands): March 31, December 31, 2017 2016 Long-lived Assets United States $ 529,589 $ 531,425 United Kingdom 163,090 159,689 Other countries 116,529 120,462 Total long-lived assets $ 809,208 $ 811,576 The following table sets forth our revenue by product category (in thousands): Three Months Ended March 31, 2017 2016 Aftermarket, other new and refurbished products $ 1,758,062 $ 1,387,736 Recycled, remanufactured and related products and services 454,879 430,589 Other 129,902 103,151 Total revenue $ 2,342,843 $ 1,921,476 Our North America reportable segment generates revenue from all of our product categories, while our Europe and Specialty segments generate revenue primarily from the sale of aftermarket products. Revenue from other sources includes scrap sales, bulk sales to mechanical remanufacturers (including cores) and sales of aluminum ingots and sows from our furnace operations. |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 3 Months Ended |
Mar. 31, 2017 | |
Condensed Consolidating Financial Information [Abstract] | |
Condensed Consolidating Financial Information | LKQ Corporation (the "Parent") issued, and the Guarantors have fully and unconditionally guaranteed, jointly and severally, the 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 unaudited 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 revenue and expenses. The unaudited condensed consolidating financial statements below have been prepared from our financial information on the same basis of accounting as the unaudited condensed consolidated financial statements, and may not necessarily be indicative of the financial position, results of operations or cash flows had the Parent, Guarantors and Non-Guarantors operated as independent entities. LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Three Months Ended March 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,453,516 $ 929,971 $ (40,644 ) $ 2,342,843 Cost of goods sold — 863,375 590,019 (40,644 ) 1,412,750 Gross margin — 590,141 339,952 — 930,093 Facility and warehouse expenses — 127,803 61,977 — 189,780 Distribution expenses — 120,430 65,380 — 185,810 Selling, general and administrative expenses 9,183 137,295 120,749 — 267,227 Restructuring and acquisition related expenses — 1,883 1,045 — 2,928 Depreciation and amortization 30 23,481 25,145 — 48,656 Operating (loss) income (9,213 ) 179,249 65,656 — 235,692 Other expense (income): Interest expense, net 16,180 198 7,610 — 23,988 Intercompany interest (income) expense, net (5,672 ) 1,019 4,653 — — Other expense (income), net 291 (169 ) (1,168 ) — (1,046 ) Total other expense, net 10,799 1,048 11,095 — 22,942 (Loss) income from continuing operations before (benefit) provision for income taxes (20,012 ) 178,201 54,561 — 212,750 (Benefit) provision for income taxes (7,437 ) 70,038 9,554 — 72,155 Equity in (loss) earnings of unconsolidated subsidiaries (182 ) — 396 — 214 Equity in earnings of subsidiaries 153,566 4,813 — (158,379 ) — Income from continuing operations 140,809 112,976 45,403 (158,379 ) 140,809 (Loss) income from discontinued operations, net of tax (4,531 ) (4,531 ) 2,050 2,481 (4,531 ) Net income $ 136,278 $ 108,445 $ 47,453 $ (155,898 ) $ 136,278 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Three Months Ended March 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,318,167 $ 635,637 $ (32,328 ) $ 1,921,476 Cost of goods sold — 795,240 398,127 (32,328 ) 1,161,039 Gross margin — 522,927 237,510 — 760,437 Facility and warehouse expenses — 115,210 42,395 — 157,605 Distribution expenses — 104,154 48,189 — 152,343 Selling, general and administrative expenses 10,379 126,668 81,271 — 218,318 Restructuring and acquisition related expenses — 4,036 10,775 — 14,811 Depreciation and amortization 36 20,544 11,108 — 31,688 Operating (loss) income (10,415 ) 152,315 43,772 — 185,672 Other expense (income): Interest expense, net 12,117 143 2,332 — 14,592 Intercompany interest (income) expense, net (10,677 ) 6,590 4,087 — — Loss on debt extinguishment 2,894 — 23,756 — 26,650 Gains on foreign exchange contracts - acquisition related (18,342 ) — — — (18,342 ) Other income, net (111 ) (2,800 ) 22 — (2,889 ) Total other (income) expense, net (14,119 ) 3,933 30,197 — 20,011 Income from continuing operations before provision for income taxes 3,704 148,382 13,575 — 165,661 Provision for income taxes 113 50,316 2,699 — 53,128 Equity in (loss) earnings of unconsolidated subsidiaries (795 ) 5 428 — (362 ) Equity in earnings of subsidiaries 109,375 11,942 — (121,317 ) — Net income $ 112,171 $ 110,013 $ 11,304 $ (121,317 ) $ 112,171 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Three Months Ended March 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 136,278 $ 108,445 $ 47,453 $ (155,898 ) $ 136,278 Other comprehensive income (loss): Foreign currency translation 21,579 3,878 21,132 (25,010 ) 21,579 Net change in unrecognized gains/losses on derivative instruments, net of tax 3,163 (133 ) — 133 3,163 Net change in unrealized gains/losses on pension plans, net of tax (3,041 ) (2,805 ) (236 ) 3,041 (3,041 ) Net change in other comprehensive loss from unconsolidated subsidiaries (162 ) — (162 ) 162 (162 ) Total other comprehensive income 21,539 940 20,734 (21,674 ) 21,539 Total comprehensive income $ 157,817 $ 109,385 $ 68,187 $ (177,572 ) $ 157,817 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Three Months Ended March 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 112,171 $ 110,013 $ 11,304 $ (121,317 ) $ 112,171 Other comprehensive income (loss): Foreign currency translation 140 (2,855 ) (3,039 ) 5,894 140 Net change in unrecognized gains/losses on derivative instruments, net of tax 432 — 96 (96 ) 432 Net change in unrealized gains/losses on pension plans, net of tax 147 — 147 (147 ) 147 Total other comprehensive income (loss) 719 (2,855 ) (2,796 ) 5,651 719 Total comprehensive income $ 112,890 $ 107,158 $ 8,508 $ (115,666 ) $ 112,890 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands) March 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 22,256 $ 24,529 $ 217,829 $ — $ 264,614 Receivables, net — 318,249 655,421 — 973,670 Intercompany receivables, net 2,953 — 7,026 (9,979 ) — Inventories — 1,170,190 808,275 — 1,978,465 Prepaid expenses and other current assets 1,448 46,405 53,524 — 101,377 Total current assets 26,657 1,559,373 1,742,075 (9,979 ) 3,318,126 Property and equipment, net 209 531,214 277,785 — 809,208 Intangible assets: Goodwill — 1,895,497 1,225,347 — 3,120,844 Other intangibles, net — 152,905 423,546 — 576,451 Investment in subsidiaries 5,231,012 73,592 — (5,304,604 ) — Intercompany notes receivable 1,175,881 780,686 — (1,956,567 ) — Equity method investments — 336 184,926 — 185,262 Other assets 62,204 30,525 23,388 (3,762 ) 112,355 Total assets $ 6,495,963 $ 5,024,128 $ 3,877,067 $ (7,274,912 ) $ 8,122,246 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 2,030 $ 273,002 $ 376,085 $ — $ 651,117 Intercompany payables, net — 7,026 2,953 (9,979 ) — Accrued expenses: Accrued payroll-related liabilities 3,321 29,714 56,942 — 89,977 Other accrued expenses 12,360 96,416 134,242 — 243,018 Other current liabilities 38,465 25,174 19,962 — 83,601 Current portion of long-term obligations 36,011 686 55,291 — 91,988 Total current liabilities 92,187 432,018 645,475 (9,979 ) 1,159,701 Long-term obligations, excluding current portion 1,996,134 7,871 929,272 — 2,933,277 Intercompany notes payable 750,000 738,026 468,541 (1,956,567 ) — Deferred income taxes 183 118,208 106,875 (3,762 ) 221,504 Other noncurrent liabilities 50,588 111,474 38,831 — 200,893 Stockholders’ equity 3,606,871 3,616,531 1,688,073 (5,304,604 ) 3,606,871 Total liabilities and stockholders' equity $ 6,495,963 $ 5,024,128 $ 3,877,067 $ (7,274,912 ) $ 8,122,246 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands) December 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current assets: Cash and cash 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 Other accrued expenses 5,502 94,287 109,312 — 209,101 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 Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Three Months Ended March 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 118,537 $ 112,605 $ 35,789 $ (94,638 ) $ 172,293 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment — (18,226 ) (26,172 ) — (44,398 ) Investment and intercompany note activity with subsidiaries 249,828 — — (249,828 ) — Acquisitions, net of cash acquired — (74,937 ) (2,119 ) — (77,056 ) Proceeds from disposals of business/investment — 305,740 (4,443 ) — 301,297 Other investing activities, net — 1,008 306 — 1,314 Net cash provided by (used in) investing activities 249,828 213,585 (32,428 ) (249,828 ) 181,157 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 2,464 — — — 2,464 Taxes paid related to net share settlements of stock-based compensation awards (3,644 ) — — — (3,644 ) Borrowings under revolving credit facilities 10,000 — 35,239 — 45,239 Repayments under revolving credit facilities (376,966 ) — (12,347 ) — (389,313 ) Repayments under term loans (9,295 ) — — — (9,295 ) Repayments under receivables securitization facility — — (150 ) — (150 ) (Repayments) borrowings of other debt, net (1,698 ) (1,099 ) 26,110 — 23,313 Other financing activities, net — 5,000 — — 5,000 Investment and intercompany note activity with parent — (246,463 ) (3,365 ) 249,828 — Dividends — (94,638 ) — 94,638 — Net cash (used in) provided by financing activities (379,139 ) (337,200 ) 45,487 344,466 (326,386 ) Effect of exchange rate changes on cash and cash equivalents — 30 3,004 — 3,034 Net (decrease) increase in cash and cash equivalents (10,774 ) (10,980 ) 51,852 — 30,098 Cash and cash equivalents of continuing operations, beginning of period 33,030 35,360 159,010 — 227,400 Add: Cash and cash equivalents of discontinued operations, beginning of period — 149 6,967 — 7,116 Cash and cash equivalents of continuing and discontinued operations, beginning of period 33,030 35,509 165,977 — 234,516 Cash and cash equivalents, end of period $ 22,256 $ 24,529 $ 217,829 $ — $ 264,614 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Three Months Ended March 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 69,729 $ 77,907 $ 13,437 $ (26,229 ) $ 134,844 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment — (29,710 ) (20,683 ) — (50,393 ) Investment and intercompany note activity with subsidiaries (646,019 ) — — 646,019 — Acquisitions, net of cash acquired — — (603,735 ) — (603,735 ) Proceeds from disposals of business/investment — — 10,304 — 10,304 Proceeds from foreign exchange contracts 18,342 — — — 18,342 Other investing activities, net — 188 270 — 458 Net cash used in investing activities (627,677 ) (29,522 ) (613,844 ) 646,019 (625,024 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 3,202 — — — 3,202 Taxes paid related to net share settlements of stock-based compensation awards (2,281 ) — — — (2,281 ) Debt issuance costs (5,907 ) — — — (5,907 ) Borrowings under revolving credit facilities 544,000 — 599,217 — 1,143,217 Repayments under revolving credit facilities (44,000 ) — (301,609 ) — (345,609 ) Borrowings under term loans 89,317 — 249,161 — 338,478 Borrowings under receivables securitization facility — — 97,000 — 97,000 Repayments under receivables securitization facility — — (63,000 ) — (63,000 ) (Repayments) borrowings of other debt, net — (946 ) 13,796 — 12,850 Payments of Rhiag debt and related payments — — (543,347 ) — (543,347 ) Payments of other obligations — (1,437 ) — — (1,437 ) Investment and intercompany note activity with parent — (20,106 ) 666,125 (646,019 ) — Dividends — (25,069 ) (1,160 ) 26,229 — Net cash provided by (used in) financing activities 584,331 (47,558 ) 716,183 (619,790 ) 633,166 Effect of exchange rate changes on cash and cash equivalents — (352 ) (811 ) — (1,163 ) Net increase in cash and cash equivalents 26,383 475 114,965 — 141,823 Cash and cash equivalents, beginning of period 17,616 13,432 56,349 — 87,397 Cash and cash equivalents, end of period $ 43,999 $ 13,907 $ 171,314 $ — $ 229,220 |
Financial Statement Informati23
Financial Statement Information (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Included in Cost of Goods Sold on the Unaudited Condensed Consolidated Statements of Income is depreciation expense associated with our refurbishing, remanufacturing, and furnace operations as well as our distribution centers. Total depreciation expense was $27.3 million and $24.3 million during the three months ended March 31, 2017 and 2016, respectively. |
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 $40.7 million and $38.3 million at March 31, 2017 and December 31, 2016 , respectively. We present taxes assessed by governmental authorities collected from customers on a net basis. Therefore, the taxes are excluded from revenue on our Unaudited Condensed Consolidated Statements of Income and are shown as a current liability on our Unaudited Condensed Consolidated Balance Sheets until remitted. We recognize revenue from the sale of scrap metal, other metals, and cores when title has transferred, which typically occurs upon delivery to the customer. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts We have a reserve for uncollectible accounts which was approximately $45.2 million and $45.6 million at March 31, 2017 and December 31, 2016 , respectively. |
Inventory | Inventories Inventories consists of the following (in thousands): March 31, December 31, 2017 2016 Aftermarket and refurbished products $ 1,557,363 $ 1,540,257 Salvage and remanufactured products 421,102 394,980 Total inventories $ 1,978,465 $ 1,935,237 Our acquisitions completed during 2017 contributed $35.6 million of the increase in our salvage and remanufactured products inventory during 2017 . See Note 2, "Business Combinations " for further information on our acquisitions. |
Intangible Assets | Intangible Assets Intangible assets consist primarily of goodwill (the cost of purchased businesses in excess of the fair value of the identifiable net assets acquired) and other specifically identifiable intangible assets, such as trade names, trademarks, customer and supplier relationships, software and other technology related assets, and covenants not to compete. The changes in the carrying amount of goodwill by reportable segment during the three months ended March 31, 2017 are as follows (in thousands): North America (1) Europe Specialty (1) Total Balance as of January 1, 2017 $ 1,661,800 $ 1,099,976 $ 292,993 $ 3,054,769 Business acquisitions and adjustments to previously recorded goodwill 41,882 8,022 666 50,570 Exchange rate effects 1,077 14,479 (51 ) 15,505 Balance as of March 31, 2017 $ 1,704,759 $ 1,122,477 $ 293,608 $ 3,120,844 (1) In the first quarter of 2017, we realigned a portion of our North America operations under our Specialty segment. Prior year amounts have been recast to reflect the shift in reporting structure. The components of other intangibles are as follows (in thousands): March 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trade names and trademarks $ 296,699 $ (59,734 ) $ 236,965 $ 286,008 $ (51,104 ) $ 234,904 Customer and supplier relationships 403,126 (108,026 ) 295,100 395,284 (92,079 ) 303,205 Software and other technology related assets 83,028 (42,522 ) 40,506 77,329 (35,648 ) 41,681 Covenants not to compete 11,862 (7,982 ) 3,880 11,726 (7,285 ) 4,441 $ 794,715 $ (218,264 ) $ 576,451 $ 770,347 $ (186,116 ) $ 584,231 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 $23.3 million and $8.9 million during the three months ended March 31, 2017 and 2016 , respectively. Estimated amortization expense for each of the five years through the period ending December 31, 2021 is $69.4 million (for the remaining nine months of 2017), $77.3 million , $63.8 million , $50.3 million and $42.7 million , respectively |
Warranty Reserve | Warranty Reserve Some of our salvage mechanical products are sold with a standard six month warranty against defects. Additionally, some of our remanufactured engines are sold with a standard three year warranty against defects. We also provide a limited lifetime warranty for certain of our aftermarket products. We record the estimated warranty costs at the time of sale using historical warranty claim information to project future warranty claims activity. Our warranty reserve is recorded within Other accrued expenses and Other Noncurrent Liabilities on our Unaudited Condensed 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, 2017 $ 19,634 Warranty expense 9,254 Warranty claims (7,268 ) Balance as of March 31, 2017 $ 21,620 |
Investments in Unconsolidated Subsidiaries | Investments in Unconsolidated Subsidiaries Our investment in unconsolidated subsidiaries was $185.3 million as of March 31, 2017 . 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 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. As of March 31, 2017, the book value of our investment in Mekonomen exceeded our share of the book value of Mekonomen's net assets by $115.6 million ; this difference is primarily related to goodwill and the fair value of other intangible assets. 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. For the three months ended March 31, 2017 , we recorded equity in earnings totaling $0.3 million related to our investment in Mekonomen, which represents our share of the results from the investment date through December 31, 2016, including adjustments to convert the results to US GAAP and to recognize the impact of our purchase accounting adjustments. The level 1 fair value of our equity investment in the publicly traded Mekonomen common stock at March 31, 2017 was $187.3 million compared to a carrying value of $183.2 million . |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Purchase Price Allocations For Acquisitions | The preliminary purchase price allocations for the acquisitions completed during the three months ended March 31, 2017 and the year ended December 31, 2016 are as follows (in thousands): Three Months Ended Year Ended March 31, 2017 December 31, 2016 All Acquisitions (1) Rhiag PGW (2) Other Acquisitions Total Receivables $ 10,788 $ 230,670 $ 136,523 $ 13,216 $ 380,409 Receivable reserves — (28,242 ) (7,135 ) (794 ) (36,171 ) Inventories (3) 35,567 239,529 169,159 62,223 470,911 Prepaid expenses and other current assets (2,718 ) 10,793 42,573 4,445 57,811 Property and equipment (6,299 ) 56,774 225,645 17,140 299,559 Goodwill 50,570 585,415 205,058 52,336 842,809 Other intangibles 8,055 429,360 37,954 2,537 469,851 Other assets (4) 1,113 2,092 57,671 (133 ) 59,630 Deferred income taxes 948 (110,791 ) 17,506 (1,000 ) (94,285 ) Current liabilities assumed (6,845 ) (239,665 ) (168,332 ) (42,290 ) (450,287 ) Debt assumed — (550,843 ) (4,027 ) (2,378 ) (557,248 ) Other noncurrent liabilities assumed — (23,085 ) (50,847 ) (103 ) (74,035 ) Contingent consideration liabilities (10,969 ) — — — — Other purchase price obligations (3,154 ) — — (6,698 ) (6,698 ) Notes issued — — — (4,087 ) (4,087 ) Settlement of pre-existing balances — (591 ) — (32 ) (623 ) Gain on bargain purchase — — — (8,207 ) (8,207 ) Cash used in acquisitions, net of cash acquired $ 77,056 $ 601,416 $ 661,748 $ 86,175 $ 1,349,339 (1) Includes $6.4 million and $3.1 million of adjustments to reduce property and equipment and other current assets for Rhiag and PGW, respectively. (2) Includes both continuing and discontinued operations of PGW. See Note 3, "Discontinued Operations " for further information on our discontinued operations. (3) The PGW inventory balance includes the impact of a $9.8 million step-up adjustment to report the inventory at its fair value. (4) The balance for PGW includes $23.6 million of investments in unconsolidated subsidiaries which relate to the discontinued portion of our PGW operations. |
Pro Forma Effect Of Businesses Acquired | The following pro forma summary presents the effect of the businesses acquired during the three months ended March 31, 2017 as though the businesses had been acquired as of January 1, 2016 , and the businesses acquired during the year ended December 31, 2016 as though they had been acquired as of January 1, 2015 . The pro forma adjustments are based upon unaudited financial information of the acquired entities (in thousands, except per share data): Three Months Ended March 31, 2017 2016 Revenue, as reported $ 2,342,843 $ 1,921,476 Revenue of purchased businesses for the period prior to acquisition: Rhiag — 213,376 PGW (1) — 83,034 Other acquisitions 9,554 105,149 Pro forma revenue $ 2,352,397 $ 2,323,035 Income from continuing operations, as reported $ 140,809 $ 112,171 Income from continuing operations of purchased businesses for the period prior to acquisition, and pro forma purchase accounting adjustments: Rhiag — (203 ) PGW (1),(2) — 6,838 Other acquisitions 817 1,229 Acquisition related expenses, net of tax (3) 411 8,494 Pro forma income from continuing operations $ 142,037 $ 128,529 Earnings per share from continuing operations, basic—as reported $ 0.46 $ 0.37 Effect of purchased businesses for the period prior to acquisition: Rhiag — (0.00) PGW (1),(2) — 0.02 Other acquisitions 0.00 0.00 Acquisition related expenses, net of tax (3) 0.00 0.03 Pro forma earnings per share from continuing operations, basic (4) $ 0.46 $ 0.42 Earnings per share from continuing operations, diluted—as reported $ 0.45 $ 0.36 Effect of purchased businesses for the period prior to acquisition: Rhiag — (0.00) PGW (1),(2) — 0.02 Other acquisitions 0.00 0.00 Acquisition related expenses, net of tax (3) 0.00 0.03 Pro forma earnings per share from continuing operations, diluted (4) $ 0.46 $ 0.42 (1) PGW reflects the results for the continuing aftermarket automotive glass distribution business only. (2) Excludes $4.4 million of corporate costs for the three months ended March 31, 2016 that we do not expect to incur going forward as a result of the sale of our glass manufacturing business. (3) Includes expenses related to acquisitions closed in the period and excludes expenses for acquisitions not yet completed. (4) 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) | 3 Months Ended |
Mar. 31, 2017 | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The following table summarizes the operating results of the Company’s discontinued operations related to the sale described above for the three months ended March 31, 2017 as presented in “Loss from discontinued operations, net of tax” on the Unaudited Condensed Consolidated Statements of Income (in thousands): Period from January 1 to March 1, 2017 Revenue $ 111,130 Cost of goods sold (100,084 ) Operating expenses (8,369 ) Operating income 2,677 Interest and other expenses, net 1,204 (1) Income from discontinued operations before provision for income taxes 3,881 Provision for income taxes (3,598 ) (2) Equity in earnings (loss) of unconsolidated subsidiaries (534 ) Loss from discontinued operations, net of tax (251 ) Loss on sale of discontinued operations, net of tax (4,280 ) (3) Net loss from discontinued operations, net of tax $ (4,531 ) (1) The Company elected to allocate interest expense to discontinued operations based on the expected debt to be repaid. Under this approach, allocated interest through the period ended March 1, 2017 was $1.6 million . Partially offsetting this expense were foreign currency gains. (2) The provision for taxes includes a return to provision adjustment related to its international operations. (3) In the first quarter of 2017, upon closing of the sale and write-off of the net assets of the glass manufacturing business, we recorded a pre-tax loss on sale of $8.6 million , and a $4.3 million tax benefit. The incremental loss primarily reflects a $5.7 million payable for intercompany sales from the glass manufacturing business to the aftermarket automotive glass distribution business incurred prior to closing which will be paid by LKQ and capital expenditures in 2017 that were not reimbursed by the buyer. |
Financial Statement Informati26
Financial Statement Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |
Standard Product Warranty And Extended Product Warranty Policy Policy [Text Block] | 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 Unaudited Condensed 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, 2017 $ 19,634 Warranty expense 9,254 Warranty claims (7,268 ) Balance as of March 31, 2017 $ 21,620 |
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 |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts We have a reserve for uncollectible accounts which was approximately $45.2 million and $45.6 million at March 31, 2017 and December 31, 2016 , respectively. |
Schedule Of Inventory | Inventories consists of the following (in thousands): March 31, December 31, 2017 2016 Aftermarket and refurbished products $ 1,557,363 $ 1,540,257 Salvage and remanufactured products 421,102 394,980 Total inventories $ 1,978,465 $ 1,935,237 |
Changes In Carrying Amount Of Goodwill | The changes in the carrying amount of goodwill by reportable segment during the three months ended March 31, 2017 are as follows (in thousands): North America (1) Europe Specialty (1) Total Balance as of January 1, 2017 $ 1,661,800 $ 1,099,976 $ 292,993 $ 3,054,769 Business acquisitions and adjustments to previously recorded goodwill 41,882 8,022 666 50,570 Exchange rate effects 1,077 14,479 (51 ) 15,505 Balance as of March 31, 2017 $ 1,704,759 $ 1,122,477 $ 293,608 $ 3,120,844 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The components of other intangibles are as follows (in thousands): March 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trade names and trademarks $ 296,699 $ (59,734 ) $ 236,965 $ 286,008 $ (51,104 ) $ 234,904 Customer and supplier relationships 403,126 (108,026 ) 295,100 395,284 (92,079 ) 303,205 Software and other technology related assets 83,028 (42,522 ) 40,506 77,329 (35,648 ) 41,681 Covenants not to compete 11,862 (7,982 ) 3,880 11,726 (7,285 ) 4,441 $ 794,715 $ (218,264 ) $ 576,451 $ 770,347 $ (186,116 ) $ 584,231 |
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 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 ASU 2016-02 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under current GAAP. ASU 2016-02 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 on 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 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. ASU 2016-15 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. ASU 2016-15 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, but we do not expect to early adopt in 2017. 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. ASU 2017-04 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, and we plan to early adopt in 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. 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. ASU 2016-09 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. The presentation of excess tax benefits on share-based payments was adjusted retrospectively within the Consolidated Statements of Cash Flows, resulting in a $4.6 million increase in operating cash flows for the three months ended March 31, 2016 with a corresponding decrease to financing cash flows. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Unvested Restricted Stock Units Activity | The following table summarizes activity related to our RSUs under the Equity Incentive Plan for the three months ended March 31, 2017 : 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, 2017 1,873,737 $ 27.58 Granted 678,450 $ 31.73 Vested (537,512 ) $ 25.84 Forfeited / Canceled (75,302 ) $ 31.68 Unvested as of March 31, 2017 1,939,373 $ 29.36 Expected to vest after March 31, 2017 1,843,631 $ 29.45 3.1 $ 53,963 (1) The aggregate intrinsic value of unvested and expected to vest RSUs represents the total pretax intrinsic value (the fair value of the Company's stock on the last day of each period multiplied by the number of units) that would have been received by the holders had all RSUs vested. This amount changes based on the market price of the Company’s common stock. |
Schedule of Stock Option Activity | The following table summarizes activity related to our stock options under the Equity Incentive Plan for the three months ended March 31, 2017 : Number Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) (1) Balance as of January 1, 2017 2,623,217 $ 9.19 Exercised (308,189 ) $ 8.00 $ 7,250 Forfeited / Canceled (1,527 ) $ 32.31 Balance as of March 31, 2017 2,313,501 $ 9.33 2.1 $ 46,360 Exercisable as of March 31, 2017 2,313,501 $ 9.33 2.1 $ 46,360 Exercisable as of March 31, 2017 and expected to vest thereafter 2,313,501 $ 9.33 2.1 $ 46,360 (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 |
Schedule Of Pre-Tax Stock-Based Compensation Expense | The following table summarizes the components of pre-tax stock-based compensation expense for our continuing operations (in thousands): Three Months Ended March 31, 2017 2016 RSUs $ 7,279 $ 5,879 Stock options 6 37 Total stock-based compensation expense $ 7,285 $ 5,916 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Computation Of Earnings Per Share | The following chart sets forth the computation of earnings per share (in thousands, except per share amounts): Three Months Ended March 31, 2017 2016 Income from continuing operations $ 140,809 $ 112,171 Denominator for basic earnings per share—Weighted-average shares outstanding 308,028 306,157 Effect of dilutive securities: RSUs 564 580 Stock options 1,708 2,456 Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding 310,300 309,193 Basic earnings per share from continuing operations $ 0.46 $ 0.37 Diluted earnings per share from continuing operations $ 0.45 $ 0.36 |
Schedule Of Antidilutive Securities Excluded From Computation Of Diluted Earnings Per Share | The following table sets forth the number of employee stock-based compensation awards outstanding but not included in the computation of diluted earnings per share because their effect would have been antidilutive for the three months ended March 31, 2017 and 2016 (in thousands): Three Months Ended March 31, 2017 2016 Antidilutive securities: RSUs 147 228 Stock options 78 88 |
Accumulated Other Comprehensi29
Accumulated Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Equity [Abstract] | ||
Schedule Of Accumulated Other Comprehensive Income (Loss) | The components of Accumulated Other Comprehensive Income (Loss) are as follows (in thousands): Three Months Ended March 31, 2017 Foreign Unrealized Gain Unrealized (Loss) Gain Other Comprehensive (Loss) Income from Unconsolidated Subsidiaries Accumulated Beginning balance $ (272,529 ) $ 8,091 $ (2,737 ) $ — $ (267,175 ) Pretax income 20,068 832 836 — 21,736 Income tax effect — (356 ) (318 ) — (674 ) Reclassification of unrealized loss (gain) — 4,257 (171 ) — 4,086 Reclassification of deferred income taxes — (1,570 ) 48 — (1,522 ) Disposal of business 1,511 — (3,436 ) — (1,925 ) Other comprehensive (loss) income from unconsolidated subsidiaries — — — (162 ) (162 ) Ending balance $ (250,950 ) $ 11,254 $ (5,778 ) $ (162 ) $ (245,636 ) Three Months Ended March 31, 2016 Foreign Unrealized (Loss) Gain Unrealized (Loss) Gain Other Comprehensive (Loss) Income from Unconsolidated Subsidiaries Accumulated Beginning balance $ (96,890 ) $ (932 ) $ (7,648 ) $ — $ (105,470 ) Pretax (loss) income 140 (165 ) — — (25 ) Income tax effect — 49 — — 49 Reclassification of unrealized loss — 807 196 — 1,003 Reclassification of deferred income taxes — (259 ) (49 ) — (308 ) Ending balance $ (96,750 ) $ (500 ) $ (7,501 ) $ — $ (104,751 ) | Three Months Ended March 31, 2016 Foreign Unrealized (Loss) Gain Unrealized (Loss) Gain Other Comprehensive (Loss) Income from Unconsolidated Subsidiaries Accumulated Beginning balance $ (96,890 ) $ (932 ) $ (7,648 ) $ — $ (105,470 ) Pretax (loss) income 140 (165 ) — — (25 ) Income tax effect — 49 — — 49 Reclassification of unrealized loss — 807 196 — 1,003 Reclassification of deferred income taxes — (259 ) (49 ) — (308 ) Ending balance $ (96,750 ) $ (500 ) $ (7,501 ) $ — $ (104,751 ) |
Long-Term Obligations (Tables)
Long-Term Obligations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule Of Long-Term Obligations | Long-Term Obligations consist of the following (in thousands): March 31, December 31, 2017 2016 Senior secured credit agreement: Term loans payable $ 723,390 $ 732,684 Revolving credit facilities 1,018,181 1,358,220 Senior notes 600,000 600,000 Euro notes 532,600 525,850 Receivables securitization facility 99,850 100,000 Notes payable through October 2025 at weighted average interest rates of 2.3% and 2.1%, respectively 10,014 11,808 Other long-term debt at weighted average interest rates of 2.0% and 2.4%, respectively 64,148 37,125 Total debt 3,048,183 3,365,687 Less: long-term debt issuance costs (20,604 ) (21,611 ) Less: current debt issuance costs (2,314 ) (2,305 ) Total debt, net of issuance costs 3,025,265 3,341,771 Less: current maturities, net of debt issuance costs (91,988 ) (66,109 ) Long term debt, net of debt issuance costs $ 2,933,277 $ 3,275,662 |
Derivative Instruments and He31
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 and December 31, 2016 (in thousands): Notional Amount Fair Value at March 31, 2017 (USD) Fair Value at December 31, 2016 (USD) March 31, 2017 December 31, 2016 Other Assets Other Noncurrent Liabilities Other Assets Other Noncurrent Liabilities Interest rate swap agreements USD denominated $ 590,000 $ 590,000 $ 17,489 $ — $ 16,421 $ — Cross currency swap agreements USD/euro $ 418,442 $ 422,408 2,524 5,388 1,486 3,128 Total cash flow hedges $ 20,013 $ 5,388 $ 17,907 $ 3,128 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 and December 31, 2016 (in thousands): Balance as of March 31, 2017 Fair Value Measurements as of March 31, 2017 Level 1 Level 2 Level 3 Assets: Cash surrender value of life insurance $ 38,428 $ — $ 38,428 $ — Interest rate swaps 20,013 — 20,013 — Total Assets $ 58,441 $ — $ 58,441 $ — Liabilities: Contingent consideration liabilities $ 11,242 $ — $ — $ 11,242 Deferred compensation liabilities 40,131 — 40,131 — Foreign currency forward contracts 5,388 — 5,388 — Total Liabilities $ 56,761 $ — $ 45,519 $ 11,242 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 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Commitments | The future minimum lease commitments under these leases at March 31, 2017 are as follows (in thousands): Nine months ending December 31, 2017 $ 158,837 Years ending December 31: 2018 182,944 2019 151,442 2020 122,188 2021 92,010 2022 75,622 Thereafter 457,967 Future Minimum Lease Payments $ 1,241,010 |
Segment and Geographic Inform34
Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 (1) Europe Specialty (1) Eliminations Consolidated Three Months Ended March 31, 2017 Revenue: Third Party $ 1,208,047 $ 820,897 $ 313,899 $ — $ 2,342,843 Intersegment 193 — 1,035 (1,228 ) — Total segment revenue $ 1,208,240 $ 820,897 $ 314,934 $ (1,228 ) $ 2,342,843 Segment EBITDA $ 176,135 $ 78,694 $ 35,441 $ — $ 290,270 Depreciation and amortization (2) 20,378 24,751 5,475 — 50,604 Three Months Ended March 31, 2016 Revenue: Third Party $ 1,080,606 $ 546,751 $ 294,119 $ — $ 1,921,476 Intersegment 214 10 951 (1,175 ) — Total segment revenue $ 1,080,820 $ 546,761 $ 295,070 $ (1,175 ) $ 1,921,476 Segment EBITDA $ 145,691 $ 57,498 $ 33,422 $ — $ 236,611 Depreciation and amortization (2) 17,390 10,308 5,468 — 33,166 |
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): Three Months Ended March 31, 2017 2016 Net income $ 136,278 $ 112,171 Subtract: Loss from discontinued operations, net of tax (4,531 ) — Income from continuing operations 140,809 112,171 Add: Depreciation and amortization 48,656 31,688 Depreciation and amortization - cost of goods sold 1,948 1,478 Interest expense, net 23,988 14,592 Loss on debt extinguishment — 26,650 Provision for income taxes 72,155 53,128 EBITDA 287,556 239,707 Subtract: Equity in earnings (loss) of unconsolidated subsidiaries 214 (362 ) Gains on foreign exchange contracts - acquisition related (1) — 18,342 Add: Restructuring and acquisition related expenses (2) 2,928 14,811 Change in fair value of contingent consideration liabilities — 73 Segment EBITDA $ 290,270 $ 236,611 (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) See Note 5, "Restructuring and Acquisition Related Expenses ," for further information. |
Schedule Of Capital Expenditures By Reportable Segment | The following table presents capital expenditures by reportable segment (in thousands): Three Months Ended March 31, 2017 2016 Capital Expenditures North America $ 16,760 $ 22,783 Europe 20,458 19,107 Specialty 3,582 8,503 Discontinued operations 3,598 — Total capital expenditures $ 44,398 $ 50,393 |
Schedule Of Assets By Reportable Segment | The following table presents assets by reportable segment (in thousands): March 31, December 31, 2017 2016 Receivables, net North America $ 382,922 $ 351,681 Europe 473,834 443,281 Specialty 116,914 65,587 Total receivables, net 973,670 860,549 Inventories North America 945,454 915,244 Europe 740,209 718,729 Specialty 292,802 301,264 Total inventories 1,978,465 1,935,237 Property and Equipment, net North America 502,582 505,925 Europe 247,720 247,910 Specialty 58,906 57,741 Total property and equipment, net 809,208 811,576 Equity Method Investments North America 336 336 Europe 184,926 183,131 Total equity method investments 185,262 183,467 Other unallocated assets 4,175,641 4,512,370 Total assets $ 8,122,246 $ 8,303,199 |
Schedule Of Revenue By Geographic Area | The following table sets forth our revenue by geographic area (in thousands): Three Months Ended March 31, 2017 2016 Revenue United States $ 1,417,040 $ 1,284,967 United Kingdom 382,652 349,676 Other countries 543,151 286,833 Total revenue $ 2,342,843 $ 1,921,476 |
Schedule Of Tangible Long-Lived Assets By Geographic Area | The following table sets forth our tangible long-lived assets by geographic area (in thousands): March 31, December 31, 2017 2016 Long-lived Assets United States $ 529,589 $ 531,425 United Kingdom 163,090 159,689 Other countries 116,529 120,462 Total long-lived assets $ 809,208 $ 811,576 |
Schedule Of Revenue By Product Category | The following table sets forth our revenue by product category (in thousands): Three Months Ended March 31, 2017 2016 Aftermarket, other new and refurbished products $ 1,758,062 $ 1,387,736 Recycled, remanufactured and related products and services 454,879 430,589 Other 129,902 103,151 Total revenue $ 2,342,843 $ 1,921,476 |
Condensed Consolidating Finan35
Condensed Consolidating Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Condensed Consolidating Financial Information [Abstract] | |
Consolidated Condensed Statements of Income | LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Three Months Ended March 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,453,516 $ 929,971 $ (40,644 ) $ 2,342,843 Cost of goods sold — 863,375 590,019 (40,644 ) 1,412,750 Gross margin — 590,141 339,952 — 930,093 Facility and warehouse expenses — 127,803 61,977 — 189,780 Distribution expenses — 120,430 65,380 — 185,810 Selling, general and administrative expenses 9,183 137,295 120,749 — 267,227 Restructuring and acquisition related expenses — 1,883 1,045 — 2,928 Depreciation and amortization 30 23,481 25,145 — 48,656 Operating (loss) income (9,213 ) 179,249 65,656 — 235,692 Other expense (income): Interest expense, net 16,180 198 7,610 — 23,988 Intercompany interest (income) expense, net (5,672 ) 1,019 4,653 — — Other expense (income), net 291 (169 ) (1,168 ) — (1,046 ) Total other expense, net 10,799 1,048 11,095 — 22,942 (Loss) income from continuing operations before (benefit) provision for income taxes (20,012 ) 178,201 54,561 — 212,750 (Benefit) provision for income taxes (7,437 ) 70,038 9,554 — 72,155 Equity in (loss) earnings of unconsolidated subsidiaries (182 ) — 396 — 214 Equity in earnings of subsidiaries 153,566 4,813 — (158,379 ) — Income from continuing operations 140,809 112,976 45,403 (158,379 ) 140,809 (Loss) income from discontinued operations, net of tax (4,531 ) (4,531 ) 2,050 2,481 (4,531 ) Net income $ 136,278 $ 108,445 $ 47,453 $ (155,898 ) $ 136,278 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Three Months Ended March 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,318,167 $ 635,637 $ (32,328 ) $ 1,921,476 Cost of goods sold — 795,240 398,127 (32,328 ) 1,161,039 Gross margin — 522,927 237,510 — 760,437 Facility and warehouse expenses — 115,210 42,395 — 157,605 Distribution expenses — 104,154 48,189 — 152,343 Selling, general and administrative expenses 10,379 126,668 81,271 — 218,318 Restructuring and acquisition related expenses — 4,036 10,775 — 14,811 Depreciation and amortization 36 20,544 11,108 — 31,688 Operating (loss) income (10,415 ) 152,315 43,772 — 185,672 Other expense (income): Interest expense, net 12,117 143 2,332 — 14,592 Intercompany interest (income) expense, net (10,677 ) 6,590 4,087 — — Loss on debt extinguishment 2,894 — 23,756 — 26,650 Gains on foreign exchange contracts - acquisition related (18,342 ) — — — (18,342 ) Other income, net (111 ) (2,800 ) 22 — (2,889 ) Total other (income) expense, net (14,119 ) 3,933 30,197 — 20,011 Income from continuing operations before provision for income taxes 3,704 148,382 13,575 — 165,661 Provision for income taxes 113 50,316 2,699 — 53,128 Equity in (loss) earnings of unconsolidated subsidiaries (795 ) 5 428 — (362 ) Equity in earnings of subsidiaries 109,375 11,942 — (121,317 ) — Net income $ 112,171 $ 110,013 $ 11,304 $ (121,317 ) $ 112,171 |
Consolidated Condensed Statements of Comprehensive Income (Loss) | LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Three Months Ended March 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 136,278 $ 108,445 $ 47,453 $ (155,898 ) $ 136,278 Other comprehensive income (loss): Foreign currency translation 21,579 3,878 21,132 (25,010 ) 21,579 Net change in unrecognized gains/losses on derivative instruments, net of tax 3,163 (133 ) — 133 3,163 Net change in unrealized gains/losses on pension plans, net of tax (3,041 ) (2,805 ) (236 ) 3,041 (3,041 ) Net change in other comprehensive loss from unconsolidated subsidiaries (162 ) — (162 ) 162 (162 ) Total other comprehensive income 21,539 940 20,734 (21,674 ) 21,539 Total comprehensive income $ 157,817 $ 109,385 $ 68,187 $ (177,572 ) $ 157,817 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Three Months Ended March 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 112,171 $ 110,013 $ 11,304 $ (121,317 ) $ 112,171 Other comprehensive income (loss): Foreign currency translation 140 (2,855 ) (3,039 ) 5,894 140 Net change in unrecognized gains/losses on derivative instruments, net of tax 432 — 96 (96 ) 432 Net change in unrealized gains/losses on pension plans, net of tax 147 — 147 (147 ) 147 Total other comprehensive income (loss) 719 (2,855 ) (2,796 ) 5,651 719 Total comprehensive income $ 112,890 $ 107,158 $ 8,508 $ (115,666 ) $ 112,890 |
Consolidated Condensed Statements of Cash Flows | LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Three Months Ended March 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 118,537 $ 112,605 $ 35,789 $ (94,638 ) $ 172,293 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment — (18,226 ) (26,172 ) — (44,398 ) Investment and intercompany note activity with subsidiaries 249,828 — — (249,828 ) — Acquisitions, net of cash acquired — (74,937 ) (2,119 ) — (77,056 ) Proceeds from disposals of business/investment — 305,740 (4,443 ) — 301,297 Other investing activities, net — 1,008 306 — 1,314 Net cash provided by (used in) investing activities 249,828 213,585 (32,428 ) (249,828 ) 181,157 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 2,464 — — — 2,464 Taxes paid related to net share settlements of stock-based compensation awards (3,644 ) — — — (3,644 ) Borrowings under revolving credit facilities 10,000 — 35,239 — 45,239 Repayments under revolving credit facilities (376,966 ) — (12,347 ) — (389,313 ) Repayments under term loans (9,295 ) — — — (9,295 ) Repayments under receivables securitization facility — — (150 ) — (150 ) (Repayments) borrowings of other debt, net (1,698 ) (1,099 ) 26,110 — 23,313 Other financing activities, net — 5,000 — — 5,000 Investment and intercompany note activity with parent — (246,463 ) (3,365 ) 249,828 — Dividends — (94,638 ) — 94,638 — Net cash (used in) provided by financing activities (379,139 ) (337,200 ) 45,487 344,466 (326,386 ) Effect of exchange rate changes on cash and cash equivalents — 30 3,004 — 3,034 Net (decrease) increase in cash and cash equivalents (10,774 ) (10,980 ) 51,852 — 30,098 Cash and cash equivalents of continuing operations, beginning of period 33,030 35,360 159,010 — 227,400 Add: Cash and cash equivalents of discontinued operations, beginning of period — 149 6,967 — 7,116 Cash and cash equivalents of continuing and discontinued operations, beginning of period 33,030 35,509 165,977 — 234,516 Cash and cash equivalents, end of period $ 22,256 $ 24,529 $ 217,829 $ — $ 264,614 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Three Months Ended March 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 69,729 $ 77,907 $ 13,437 $ (26,229 ) $ 134,844 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment — (29,710 ) (20,683 ) — (50,393 ) Investment and intercompany note activity with subsidiaries (646,019 ) — — 646,019 — Acquisitions, net of cash acquired — — (603,735 ) — (603,735 ) Proceeds from disposals of business/investment — — 10,304 — 10,304 Proceeds from foreign exchange contracts 18,342 — — — 18,342 Other investing activities, net — 188 270 — 458 Net cash used in investing activities (627,677 ) (29,522 ) (613,844 ) 646,019 (625,024 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 3,202 — — — 3,202 Taxes paid related to net share settlements of stock-based compensation awards (2,281 ) — — — (2,281 ) Debt issuance costs (5,907 ) — — — (5,907 ) Borrowings under revolving credit facilities 544,000 — 599,217 — 1,143,217 Repayments under revolving credit facilities (44,000 ) — (301,609 ) — (345,609 ) Borrowings under term loans 89,317 — 249,161 — 338,478 Borrowings under receivables securitization facility — — 97,000 — 97,000 Repayments under receivables securitization facility — — (63,000 ) — (63,000 ) (Repayments) borrowings of other debt, net — (946 ) 13,796 — 12,850 Payments of Rhiag debt and related payments — — (543,347 ) — (543,347 ) Payments of other obligations — (1,437 ) — — (1,437 ) Investment and intercompany note activity with parent — (20,106 ) 666,125 (646,019 ) — Dividends — (25,069 ) (1,160 ) 26,229 — Net cash provided by (used in) financing activities 584,331 (47,558 ) 716,183 (619,790 ) 633,166 Effect of exchange rate changes on cash and cash equivalents — (352 ) (811 ) — (1,163 ) Net increase in cash and cash equivalents 26,383 475 114,965 — 141,823 Cash and cash equivalents, beginning of period 17,616 13,432 56,349 — 87,397 Cash and cash equivalents, end of period $ 43,999 $ 13,907 $ 171,314 $ — $ 229,220 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Thousands, € in Millions, £ in Millions | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016GBP (£) | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) | Dec. 31, 2016EUR (€) | Mar. 31, 2016EUR (€) | |
Business Acquisition | |||||||
Number of acquisitions | 3 | ||||||
Acquisitions, net of cash acquired | $ (77,056) | $ (603,735) | |||||
Business Combination, Bargain Purchase, Gain Recognized, Amount | $ 8,207 | ||||||
Gains on foreign exchange contracts - acquisition related | 0 | (18,342) | |||||
Goodwill | 3,120,844 | 3,054,769 | |||||
Restructuring and acquisition related expenses | 2,928 | 14,811 | |||||
Acquisition-related expenses | |||||||
Business Acquisition | |||||||
Restructuring and acquisition related expenses | 2,600 | 12,700 | |||||
North America | |||||||
Business Acquisition | |||||||
Goodwill | 1,704,759 | 1,661,800 | |||||
Europe | |||||||
Business Acquisition | |||||||
Goodwill | 1,122,477 | 1,099,976 | |||||
Specialty | |||||||
Business Acquisition | |||||||
Goodwill | 293,608 | $ 292,993 | |||||
Wholesale North America Segment [Member] | |||||||
Business Acquisition | |||||||
Number of acquisitions | 5 | 5 | 5 | ||||
Andrew Page [Member] | |||||||
Business Acquisition | |||||||
Business Combination, Consideration Transferred | £ 16.4 | $ 20,900 | |||||
Andrew Page [Member] | Acquisition-related expenses | |||||||
Business Acquisition | |||||||
Restructuring and acquisition related expenses | 500 | ||||||
All 2017 acquisitions [Member] | |||||||
Business Acquisition | |||||||
Business Combination, Consideration Transferred | 91,200 | ||||||
Acquisitions, net of cash acquired | (77,100) | ||||||
Other purchase price obligations | 14,100 | ||||||
Goodwill | 42,800 | ||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 39,000 | ||||||
PGW | |||||||
Business Acquisition | |||||||
Acquisitions, net of cash acquired | (661,748) | ||||||
Notes issued | 0 | ||||||
Other purchase price obligations | 0 | ||||||
Settlement of pre-existing balances | 0 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Debt | 4,027 | ||||||
Goodwill | 207,600 | 205,058 | |||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 104,000 | ||||||
Goodwill, Purchase Accounting Adjustments | 23,600 | ||||||
Business Combination, Adjustment, Inventory | 9,800 | ||||||
PGW | Acquisition-related expenses | |||||||
Business Acquisition | |||||||
Restructuring and acquisition related expenses | 1,800 | ||||||
Rhiag | |||||||
Business Acquisition | |||||||
Business Combination, Consideration Transferred | 602,000 | € 534.2 | |||||
Acquisitions, net of cash acquired | (601,416) | € (533.6) | |||||
Notes issued | 0 | ||||||
Other purchase price obligations | 0 | ||||||
Settlement of pre-existing balances | 591 | € 0.6 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Debt | 550,843 | € 488.8 | |||||
Gains on foreign exchange contracts - acquisition related | (18,300) | ||||||
Goodwill | 590,700 | 585,415 | |||||
Goodwill, Purchase Accounting Adjustments | 149,000 | ||||||
Rhiag | Acquisition-related expenses | |||||||
Business Acquisition | |||||||
Restructuring and acquisition related expenses | $ 10,700 | ||||||
Rhiag | Forward Contracts | |||||||
Business Acquisition | |||||||
Derivative, Notional Amount | € | € 588 | ||||||
All 2016 Acquisitions Excluding Rhiag PGW and Andrew Page [Member] | |||||||
Business Acquisition | |||||||
Business Combination, Consideration Transferred | 76,100 | ||||||
Acquisitions, net of cash acquired | (67,800) | ||||||
Notes issued | (4,100) | ||||||
Other purchase price obligations | 4,200 | ||||||
Goodwill | $ 52,336 | ||||||
All 2016 Acquisitions Excluding Rhiag PGW and Andrew Page [Member] | Europe | |||||||
Business Acquisition | |||||||
Number of acquisitions | 7 | 7 | 7 | ||||
Adjustments in 2016 [Member] | PGW | |||||||
Business Acquisition | |||||||
Goodwill | $ 205,100 | ||||||
Adjustments in 2016 [Member] | Rhiag | |||||||
Business Acquisition | |||||||
Goodwill | $ 585,400 | ||||||
Adjustments in 2017 [Member] | PGW | |||||||
Business Acquisition | |||||||
Goodwill | 2,500 | ||||||
Goodwill, Purchase Accounting Adjustments | 2,500 | ||||||
Adjustments in 2017 [Member] | Rhiag | |||||||
Business Acquisition | |||||||
Goodwill | 5,300 | ||||||
Goodwill, Purchase Accounting Adjustments | $ 5,300 |
Purchase Price Allocations for
Purchase Price Allocations for Acquisitions (Details) $ in Thousands, € in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) | Dec. 31, 2016EUR (€) | |
Business Acquisition | |||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 77,056 | $ 603,735 | |||
Goodwill | 3,120,844 | $ 3,054,769 | |||
Business Combination, Bargain Purchase, Gain Recognized, Amount | (8,207) | ||||
All 2016 Acquisitions | |||||
Business Acquisition | |||||
Payments to Acquire Businesses, Net of Cash Acquired | 1,349,339 | ||||
Receivables | 380,409 | ||||
Receivable reserves | (36,171) | ||||
Inventories (3) | 470,911 | ||||
Prepaid expenses and other current assets | 57,811 | ||||
Property and equipment | 299,559 | ||||
Goodwill | 842,809 | ||||
Other intangibles | 469,851 | ||||
Other assets (4) | 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) | ||||
Business Combination, Bargain Purchase, Gain Recognized, Amount | (8,207) | ||||
Rhiag | |||||
Business Acquisition | |||||
Business Combination, Consideration Transferred | 602,000 | € 534.2 | |||
Payments to Acquire Businesses, Net of Cash Acquired | 601,416 | € 533.6 | |||
Receivables | 230,670 | ||||
Receivable reserves | (28,242) | ||||
Inventories (3) | 239,529 | ||||
Prepaid expenses and other current assets | 10,793 | ||||
Property and equipment | 56,774 | ||||
Goodwill | 590,700 | 585,415 | |||
Other intangibles | 429,360 | ||||
Other assets (4) | 2,092 | ||||
Deferred income taxes | (110,791) | ||||
Current liabilities assumed | (239,665) | ||||
Debt assumed | (550,843) | € (488.8) | |||
Other noncurrent liabilities assumed | (23,085) | ||||
Other purchase price obligations | 0 | ||||
Notes issued | 0 | ||||
Settlement of pre-existing balances | (591) | € (0.6) | |||
PGW | |||||
Business Acquisition | |||||
Payments to Acquire Businesses, Net of Cash Acquired | 661,748 | ||||
Receivables | 136,523 | ||||
Receivable reserves | (7,135) | ||||
Inventories (3) | 169,159 | ||||
Prepaid expenses and other current assets | 42,573 | ||||
Property and equipment | 225,645 | ||||
Goodwill | 207,600 | 205,058 | |||
Other intangibles | 37,954 | ||||
Other assets (4) | 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 | ||||
All 2016 Acquisitions Excluding Rhiag and PGW | |||||
Business Acquisition | |||||
Payments to Acquire Businesses, Net of Cash Acquired | 86,175 | ||||
Receivables | 13,216 | ||||
Receivable reserves | (794) | ||||
Inventories (3) | 62,223 | ||||
Prepaid expenses and other current assets | 4,445 | ||||
Property and equipment | 17,140 | ||||
Other intangibles | 2,537 | ||||
Other assets (4) | (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) | ||||
Business Combination, Bargain Purchase, Gain Recognized, Amount | (8,207) | ||||
All 2015 Acquisitions | |||||
Business Acquisition | |||||
Payments to Acquire Businesses, Net of Cash Acquired | 77,056 | ||||
Receivables | 10,788 | ||||
Receivable reserves | 0 | ||||
Inventories (3) | 35,567 | ||||
Prepaid expenses and other current assets | (2,718) | ||||
Property and equipment | (6,299) | ||||
Goodwill | 50,570 | ||||
Other intangibles | 8,055 | ||||
Other assets (4) | 1,113 | ||||
Deferred income taxes | 948 | ||||
Current liabilities assumed | (6,845) | ||||
Debt assumed | 0 | ||||
Other noncurrent liabilities assumed | 0 | ||||
Business Combination, Contingent Consideration, Liability | (10,969) | ||||
Other purchase price obligations | (3,154) | ||||
Notes issued | 0 | ||||
Settlement of pre-existing balances | 0 | ||||
Adjustments in 2017 [Member] | Rhiag | |||||
Business Acquisition | |||||
Property and equipment | 6,400 | ||||
Goodwill | 5,300 | ||||
Adjustments in 2017 [Member] | PGW | |||||
Business Acquisition | |||||
Prepaid expenses and other current assets | 3,100 | ||||
Goodwill | $ 2,500 | ||||
PGW | |||||
Business Acquisition | |||||
Business Combinations, Equity Method Investment | $ 23,600 |
Pro Forma Effect of Businesses
Pro Forma Effect of Businesses Acquired (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Business Acquisition | |||
Revenue, as reported | $ 2,342,843 | $ 1,921,476 | |
Pro forma revenue | 2,352,397 | 2,323,035 | |
Income from continuing operation | 140,809 | 112,171 | |
Net Income | 136,278 | 112,171 | |
Pro forma income from continuing operations | $ 142,037 | $ 128,529 | |
Pro forma earnings per share from continuing operations, basic (4) | [1] | $ 0.46 | $ 0.42 |
Diluted earnings per share from continuing operations | 0.45 | 0.36 | |
Pro forma earnings per share from continuing operations, diluted (4) | [1] | $ 0.46 | $ 0.42 |
Restructuring and acquisition related expenses | $ 2,928 | $ 14,811 | |
Basic earnings per share from continuing operations | $ 0.46 | $ 0.37 | |
Acquisition-related expenses | |||
Business Acquisition | |||
Restructuring and acquisition related expenses | $ 2,600 | $ 12,700 | |
Rhiag | |||
Business Acquisition | |||
Revenue of purchased businesses for the period prior to acquisition | 0 | 213,376 | |
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments | $ 0 | $ (203) | |
Effect of purchased businesses for the period prior to acquisition | $ 0 | $ 0 | |
Effect of purchased businesses for the period prior to acquisition | $ 0 | $ 0 | |
Rhiag | Acquisition-related expenses | |||
Business Acquisition | |||
Restructuring and acquisition related expenses | $ 10,700 | ||
PGW | |||
Business Acquisition | |||
Pro Forma costs excluded | $ 4,400 | ||
Revenue of purchased businesses for the period prior to acquisition | 0 | 83,034 | |
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments | $ 0 | $ 6,838 | |
Effect of purchased businesses for the period prior to acquisition | $ 0 | $ 0.02 | |
Effect of purchased businesses for the period prior to acquisition | $ 0 | $ 0.02 | |
PGW | Acquisition-related expenses | |||
Business Acquisition | |||
Restructuring and acquisition related expenses | $ 1,800 | ||
All 2017 acquisitions [Member] | |||
Business Acquisition | |||
Revenue of purchased businesses for the period prior to acquisition | $ 9,554 | ||
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments | 817 | ||
Acquisition related costs, net of tax | $ 411 | ||
Effect of purchased businesses for the period prior to acquisition | $ 0 | ||
Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Basic Share Effect | 0 | ||
Effect of purchased businesses for the period prior to acquisition | 0 | ||
Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Diluted Share Effect | $ 0 | ||
All 2017 and 2016 Acquisitions Excluding Rhiag and PGW [Member] | |||
Business Acquisition | |||
Revenue of purchased businesses for the period prior to acquisition | 105,149 | ||
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments | $ 1,229 | ||
Effect of purchased businesses for the period prior to acquisition | $ 0 | ||
Effect of purchased businesses for the period prior to acquisition | $ 0 | ||
All 2016 Acquisitions | |||
Business Acquisition | |||
Acquisition related costs, net of tax | $ 8,494 | ||
Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Basic Share Effect | $ 0.03 | ||
Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Diluted Share Effect | $ 0.03 | ||
[1] | PGW reflects the results for the continuing aftermarket automotive glass distribution business only. |
Discontinued Operations Net ass
Discontinued Operations Net assets of discontinued operations (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Interest Allocated to Discontinued Operations | $ 1,600 | ||
Loss on sale of business | 8,600 | ||
Disposal Group, Including Discontinued Operation, Revenue | 111,130 | ||
Proceeds from Divestiture of Businesses | 301,297 | ||
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | $ 7,116 | ||
Proceeds from disposal of business/investment | 316,100 | $ 10,304 | |
Cash disposed as part of divestment | 14,800 | ||
Disposal Group, Including Discontinued Operation, Costs of Goods Sold | (100,084) | ||
Disposal Group, Including Discontinued Operation, Operating Expense | (8,369) | ||
OperatingIncomefromDiscontinuedOperations | 2,677 | ||
Disposal Group, Including Discontinued Operation, Other Expense | 1,204 | ||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 3,881 | ||
Discontinued Operation, Tax Effect of Discontinued Operation | (3,598) | ||
disposal group, including discontinued operation, equity in earnings | (534) | ||
IncomeLossFromDiscontinuedOperationsExcludingLossonSaleNetOfTaxAttributableToReportingEntity | (251) | ||
Loss from discontinued operations, net of tax | (4,531) | $ 0 | |
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | (4,280) | ||
Purchase price receivable [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal Group, Including Discontinued Operation, Consideration | $ 3,600 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Intercompany Sales between Continuing and Discontinued Operations | $ 7,800 | |
Disposal Group, Including Discontinued Operation, Revenue | 111,130 | |
Disposal Group, Including Discontinued Operation, Costs of Goods Sold | (100,084) | |
Disposal Group, Including Discontinued Operation, Operating Expense | (8,369) | |
Discontinued Operation, Tax Effect of Gain (Loss) from Disposal of Discontinued Operation | 4,300 | |
Intercompany payable between discontinued operations and continuing operations | 5,700 | |
OperatingIncomefromDiscontinuedOperations | 2,677 | |
Disposal Group, Including Discontinued Operation, Other Expense | 1,204 | |
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 3,881 | |
Discontinued Operation, Tax Effect of Gain (Loss) from Disposal of Discontinued Operation | (3,598) | |
disposal group, including discontinued operation, equity in earnings | (534) | |
Loss from discontinued operations, net of tax | (4,531) | $ 0 |
Interest Allocated to Discontinued Operations | 1,600 | |
Capital Expenditures | 44,398 | $ 50,393 |
Cash Provided by (Used in) Operating Activities, Discontinued Operations | 3,900 | |
Cash Provided by (Used in) Investing Activities, Discontinued Operations | 3,600 | |
Cash Provided by (Used in) Financing Activities, Discontinued Operations | 15,000 | |
Continuing and Discontinued Operations [Member] | ||
Capital Expenditures | $ 3,598 |
Financial Statement Informati41
Financial Statement Information - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Net Cash Provided by (Used in) Financing Activities | $ (326,386) | $ 633,166 | |
Equity Method Investments | 185,262 | $ 183,467 | |
Depreciation | $ 27,300 | $ 24,300 | |
Net income (1) | $ 0.44 | $ 0.36 | |
Net Income | $ 136,278 | $ 112,171 | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The components of other intangibles are as follows (in thousands): March 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trade names and trademarks $ 296,699 $ (59,734 ) $ 236,965 $ 286,008 $ (51,104 ) $ 234,904 Customer and supplier relationships 403,126 (108,026 ) 295,100 395,284 (92,079 ) 303,205 Software and other technology related assets 83,028 (42,522 ) 40,506 77,329 (35,648 ) 41,681 Covenants not to compete 11,862 (7,982 ) 3,880 11,726 (7,285 ) 4,441 $ 794,715 $ (218,264 ) $ 576,451 $ 770,347 $ (186,116 ) $ 584,231 | ||
Goodwill | $ 3,120,844 | 3,054,769 | |
Reserve for estimated returns, discounts and allowances | (40,700) | (38,300) | |
Reserve for uncollectible accounts | 45,200 | 45,600 | |
Finite-lived intangible assets, gross | 794,715 | 770,347 | |
Amortization expense | 23,300 | $ 8,900 | |
Estimated annual amortization expense in year two | 77,300 | ||
Estimated annual amortization expense in year three | 63,800 | ||
Estimated annual amortization expense in year five | $ 69,400 | ||
Net income (1) | $ 0.44 | $ 0.37 | |
Retained earnings | $ 2,726,637 | 2,590,359 | |
Income (Loss) from Equity Method Investments | 214 | $ (362) | |
PGW | |||
Goodwill | 207,600 | 205,058 | |
Rhiag | |||
Goodwill | 590,700 | 585,415 | |
Mekonomen [Member] | |||
Equity Method Investments | $ 183,200 | $ 0 | |
Equity Method Investment, Ownership Percentage | 2650.00% | ||
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity | $ 115,600 | ||
Income (Loss) from Equity Method Investments | 300 | ||
Equity Method Investments, Fair Value Disclosure | $ 187,300 | ||
ASU 2016-09 adjustments [Member] | Restatement Adjustment [Member] | |||
Net Cash Provided by (Used in) Financing Activities | $ 4,600 |
Financial Statement Informati42
Financial Statement Information Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Product Information | ||
Inventories | $ 1,978,465 | $ 1,935,237 |
Aftermarket and refurbished products | ||
Product Information | ||
Inventories | 1,557,363 | 1,540,257 |
Salvage and remanufactured products | ||
Product Information | ||
Inventories | 421,102 | $ 394,980 |
Inventories (3) | $ 35,600 |
Financial Statement Informati43
Financial Statement Information Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 809,208 | $ 811,576 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 3,054,769 |
Business acquisitions and adjustments to previously recorded goodwill | 50,570 |
Exchange rate effects | 15,505 |
Goodwill, ending balance | 3,120,844 |
North America | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 1,661,800 |
Business acquisitions and adjustments to previously recorded goodwill | 41,882 |
Exchange rate effects | 1,077 |
Goodwill, ending balance | 1,704,759 |
Europe | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 1,099,976 |
Business acquisitions and adjustments to previously recorded goodwill | 8,022 |
Exchange rate effects | 14,479 |
Goodwill, ending balance | 1,122,477 |
Specialty | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 292,993 |
Business acquisitions and adjustments to previously recorded goodwill | 666 |
Exchange rate effects | (51) |
Goodwill, ending balance | 293,608 |
Rhiag | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 585,415 |
Goodwill, ending balance | $ 590,700 |
Components of Other Intangibles
Components of Other Intangibles (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | $ 77,300 | |
Finite-lived intangible assets, gross | 794,715 | $ 770,347 |
Accumulated amortization | (218,264) | (186,116) |
Net | 576,451 | 584,231 |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 63,800 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 50,300 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 42,700 | |
Trade names and trademarks | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 296,699 | 286,008 |
Accumulated amortization | (59,734) | (51,104) |
Net | 236,965 | 234,904 |
Customer and supplier relationships | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 403,126 | 395,284 |
Accumulated amortization | (108,026) | (92,079) |
Net | 295,100 | 303,205 |
Software and technology related assets | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 83,028 | 77,329 |
Accumulated amortization | (42,522) | (35,648) |
Net | 40,506 | 41,681 |
Covenants not to compete | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 11,862 | 11,726 |
Accumulated amortization | (7,982) | (7,285) |
Net | $ 3,880 | $ 4,441 |
Financial Statement Informati46
Financial Statement Information Components of Other Intangibles Acquired as part of a Business Combination (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | $ 794,715 | $ 770,347 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 296,699 | 286,008 |
Customer and supplier relationships | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 403,126 | 395,284 |
Software and technology related assets | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 83,028 | 77,329 |
Covenants not to compete | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | $ 11,862 | $ 11,726 |
Financial Statement Informati47
Financial Statement Information Schedule of Estimated Useful Lives, Finite Lived Intangible Assets (Details) | 3 Months Ended |
Mar. 31, 2017 | |
Trade names and trademarks | Minimum | |
Finite-Lived Intangible Assets | |
Finite-Lived Intangible Asset, Useful Life | 4 years |
Trade names and trademarks | Maximum | |
Finite-Lived Intangible Assets | |
Finite-Lived Intangible Asset, Useful Life | 30 years |
Customer and supplier relationships | Minimum | |
Finite-Lived Intangible Assets | |
Finite-Lived Intangible Asset, Useful Life | 4 years |
Customer and supplier relationships | Maximum | |
Finite-Lived Intangible Assets | |
Finite-Lived Intangible Asset, Useful Life | 20 years |
Software and technology related assets | Minimum | |
Finite-Lived Intangible Assets | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Software and technology related assets | Maximum | |
Finite-Lived Intangible Assets | |
Finite-Lived Intangible Asset, Useful Life | 6 years |
Covenants not to compete | Minimum | |
Finite-Lived Intangible Assets | |
Finite-Lived Intangible Asset, Useful Life | 1 year |
Covenants not to compete | Maximum | |
Finite-Lived Intangible Assets | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Changes in Warranty Reserve (De
Changes in Warranty Reserve (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Warranty Reserve [Roll Forward] | |
Warranty reserve, beginning balance | $ 19,634 |
Warranty expense | 9,254 |
Warranty claims | (7,268) |
Warranty reserve, ending balance | $ 21,620 |
Financial Statement Informati49
Financial Statement Information Impact to quarterly financial statements as result of adoption of ASU 2016-09 (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net Income | $ 136,278 | $ 112,171 |
Net income (1) | $ 0.44 | $ 0.37 |
Net income (1) | $ 0.44 | $ 0.36 |
Net Cash Provided by (Used in) Financing Activities | $ 172,293 | $ 134,844 |
ASU 2016-09 adjustments [Member] | Restatement Adjustment [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net Cash Provided by (Used in) Financing Activities | $ 4,600 |
Restructuring and Acquisition50
Restructuring and Acquisition Related Expenses - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Restructuring Cost and Reserve | ||
Restructuring and acquisition related expenses | $ 2,928 | $ 14,811 |
Acquisition-related expenses | ||
Restructuring Cost and Reserve | ||
Restructuring and acquisition related expenses | 2,600 | 12,700 |
Restructuring expenses | ||
Restructuring Cost and Reserve | ||
Restructuring and acquisition related expenses | 300 | 2,100 |
Expected additional charges | 5,000 | |
Andrew Page [Member] | Acquisition-related expenses | ||
Restructuring Cost and Reserve | ||
Restructuring and acquisition related expenses | 500 | |
Rhiag | Acquisition-related expenses | ||
Restructuring Cost and Reserve | ||
Restructuring and acquisition related expenses | 10,700 | |
PGW | Acquisition-related expenses | ||
Restructuring Cost and Reserve | ||
Restructuring and acquisition related expenses | 1,800 | |
All 2016 Acquisitions and yet to be Completed Acquisitions Excluding Rhiag and PGW | Acquisition-related expenses | ||
Restructuring Cost and Reserve | ||
Restructuring and acquisition related expenses | $ 200 | |
2017 acquisitions yet to be completed [Member] | Acquisition-related expenses | ||
Restructuring Cost and Reserve | ||
Restructuring and acquisition related expenses | $ 2,100 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($)shares | |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Number of shares that RSUs convert into on the applicable vesting date | shares | 1 |
RSUs granted during the period | shares | 678,450 |
Fair value of RSUs or restricted stock vested during the period | $ | $ 17 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ | $ 47.5 |
Minimum | Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Stock options expiration period | 6 years |
Maximum | RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting period | 5 years |
Maximum | Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Vesting period | 5 years |
Stock options expiration period | 10 years |
Stock-Based Compensation Schedu
Stock-Based Compensation Schedule of Unvested Restricted Stock Units Activity (Details) - RSUs - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Summary of Expected to Vest RSUs [Line Items] | ||
Unvested RSUs, shares | 1,939,373 | 1,873,737 |
RSUs granted during the period | 678,450 | |
RSUs vested, shares | (537,512) | |
RSUs forfeited/canceled, shares | (75,302) | |
RSUs expected to vest, shares | 1,843,631 | |
Unvested RSUs, weighted average grant date fair value | $ 29.36 | $ 27.58 |
RSUs granted, weighted average grant date fair value | 31.73 | |
RSUs vested, weighted average grant date fair value | 25.84 | |
RSUs forfeited/canceled, weighted average grant date fair value | 31.68 | |
RSUs expected to vest, weighted average grant date fair value | $ 29.45 | |
ShareBasedCompensationArrangementByShareBasedPaymentAwardRSUsAndRestrictedStockExpectedToVestOutstandingWeightedAverageRemainingContractualTerm | 3 years 1 month 6 days | |
RSUs expected to vest, aggregate intrinsic value | $ 53,963 |
Stock-Based Compensation Sche53
Stock-Based Compensation Schedule of Stock Option Activity (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 700 | |
Stock options outstanding, shares | 2,313,501 | 2,623,217 |
Stock options exercised, shares | (308,189) | |
Stock options forfeited/canceled, shares | (1,527) | |
Exercisable stock options, shares | 2,313,501 | |
Exercisable and expected to vest stock options, shares | 2,313,501 | |
Stock options outstanding, weighted average exercise price | $ 9.33 | $ 9.19 |
Stock options exercised, weighted average exercise price | $ 8 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 7,250 | |
Stock options forfeited/canceled, weighted average exercise price | $ 32.31 | |
Exercisable stock options, weighted average exercise price | 9.33 | |
Exercisable and expected to vest stock options, weighted average exercise price | $ 9.33 | |
Stock options outstanding, weighted average remaining contractual term (years) | 2 years 1 month 6 days | |
Exercisable stock options, weighted average remaining contractual term (years) | 2 years 1 month 6 days | |
Share-based compensation arrangement by share-based payment award, options, vested and expected to vest, outstanding, weighted average remaining contractual term | 2 years 1 month 6 days | |
Stock options outstanding, aggregate intrinsic value | $ 46,360 | |
Exercisable stock options, aggregate intrinsic value | 46,360 | |
Exercisable and expected to vest stock options, aggregate intrinsic value | $ 46,360 |
Schedule of Pre-Tax Stock-Based
Schedule of Pre-Tax Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Stock-based compensation expense | $ 7,285 | $ 5,916 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Stock-based compensation expense | 7,279 | 5,879 |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Stock-based compensation expense | $ 6 | $ 37 |
Computation of Earnings Per Sha
Computation of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Income from continuing operation | $ 140,809 | $ 112,171 |
Net Income | $ 136,278 | $ 112,171 |
Denominator for basic earnings per share—Weighted-average shares outstanding | 308,028 | 306,157 |
Effect of dilutive securities: | ||
RSUs | 564 | 580 |
Stock options | 1,708 | 2,456 |
Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding | 310,300 | 309,193 |
Basic earnings per share from continuing operations | $ 0.46 | $ 0.37 |
Diluted earnings per share from continuing operations | $ 0.45 | $ 0.36 |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities | 147 | 228 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities | 78 | 88 |
Accumulated Other Comprehensi57
Accumulated Other Comprehensive Income (Loss) Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Interest Rate Swap | ||
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax | $ (1.1) | $ 0.8 |
Cross Currency Interest Rate Contract [Member] | ||
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax | $ 5.4 |
Accumulated Other Comprehensi58
Accumulated Other Comprehensive Income (Loss) Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning Balance | $ 267,175 | $ 105,470 |
Foreign currency translation | 21,579 | 140 |
Pre-tax income accumulated comprehensive income | 21,736 | (25) |
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Tax | 836 | |
Income tax effect | 674 | (49) |
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Tax | (318) | |
Reclassification of unrealized gain (loss) | 4,086 | 1,003 |
Reclassification of deferred income taxes | (1,522) | (308) |
Ending Balance | 245,636 | 104,751 |
Disposal of Business | (1,925) | |
Other comprehensive income (loss), unconsolidated subsidiaries | (162) | |
Foreign Currency Translation | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning Balance | 272,529 | 96,890 |
Foreign currency translation | 20,068 | 140 |
Ending Balance | 250,950 | 96,750 |
Unrealized (Loss) Gain on Cash Flow Hedges | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning Balance | (8,091) | 932 |
Pre-tax income accumulated comprehensive income | 832 | (165) |
Income tax effect | (356) | (49) |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax | (4,257) | (807) |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax | (1,570) | (259) |
Ending Balance | (11,254) | 500 |
Unrealized (Loss) Gain on Pension Plan | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax | (2,737) | (7,648) |
Reclassification of unrealized gain (loss) | (171) | 196 |
Reclassification of deferred income taxes | 48 | (49) |
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax | (5,778) | (7,501) |
Accumulated foreign currency adjustment attributable to disposal of business [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Disposal of cumulative translation adjustment for divested businesses | 1,511 | |
Accumulated Defined Benefit Plan Adjustment Attributable to Disposal of Business [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Write off unrealized gain(loss) | (3,436) | |
Accumulated Gain (Loss) from Unconsoldated Subsidiaries [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated Other Comprehensive Income (Loss), Unconsolidated Subsidiaries | (162) | |
Other comprehensive income (loss), unconsolidated subsidiaries | (162) | |
Interest Rate Swap | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax | $ 1,100 | $ (800) |
Schedule of Long-Term Obligatio
Schedule of Long-Term Obligations (Parenthetical) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 31, 2017 | Nov. 29, 2016 | |
Euro Notes | |||
Debt Instrument | |||
Debt Issuance Costs, Gross | $ 10.3 | ||
Credit Agreement | |||
Debt Instrument | |||
Weighted average interest rate | 2.00% | 2.00% | |
Notes Payable | |||
Debt Instrument | |||
Weighted average interest rate | 2.10% | 2.30% | |
Other Long-Term Debt | |||
Debt Instrument | |||
Weighted average interest rate | 2.40% | 2.00% | |
Receivables Securitization [Member] | |||
Debt Instrument | |||
Weighted average interest rate | 1.80% | ||
Receivables Securitization Maximum Borrowing Capacity | $ 100 | ||
Fourth Amended Credit Agreement | Credit Agreement | |||
Debt Instrument | |||
Payments of Financing Costs | $ 6.1 | ||
Debt Issuance Costs, Gross | $ 5 |
Schedule of Long-Term Obligat60
Schedule of Long-Term Obligations (Details) $ in Thousands, € in Millions | 12 Months Ended | |||||
Dec. 31, 2016USD ($) | Mar. 31, 2017USD ($) | Apr. 14, 2016EUR (€) | Jan. 29, 2016USD ($) | Mar. 27, 2014USD ($) | May 09, 2013USD ($) | |
Debt Instrument | ||||||
Long-Term Obligations, Total | $ 3,365,687 | $ 3,048,183 | ||||
Deferred Finance Costs, Current, Net | (2,305) | (2,314) | ||||
Deferred Finance Costs, Noncurrent, Net | (21,611) | (20,604) | ||||
Debt and Capital Lease Obligations, Net | 3,341,771 | 3,025,265 | ||||
Long-term Debt and Capital Lease Obligations, Current, Net | (66,109) | (91,988) | ||||
Long-term obligations, excluding current portion | 3,275,662 | 2,933,277 | ||||
Term Loan | ||||||
Debt Instrument | ||||||
Term loans payable | 732,684 | 723,390 | ||||
Revolving Credit Facility | ||||||
Debt Instrument | ||||||
Revolving credit facilities | 1,358,220 | 1,018,181 | ||||
Senior Notes | ||||||
Debt Instrument | ||||||
Senior notes | 600,000 | 600,000 | $ 600,000 | |||
Euro Notes | ||||||
Debt Instrument | ||||||
Senior notes | 525,850 | 532,600 | € 500 | |||
Debt Issuance Costs, Gross | 10,300 | |||||
Receivables Securitization Facility | ||||||
Debt Instrument | ||||||
Receivables securitization facility | 100,000 | 99,850 | ||||
Notes Payable | ||||||
Debt Instrument | ||||||
Notes payable | 11,808 | 10,014 | ||||
Other Long-Term Debt | ||||||
Debt Instrument | ||||||
Other long-term debt | 37,125 | $ 64,148 | ||||
Third Amended Credit Agreement | Credit Agreement | ||||||
Debt Instrument | ||||||
Maximum Credit Agreement Borrowings | $ 2,300,000 | |||||
Fourth Amended Credit Agreement | Credit Agreement | ||||||
Debt Instrument | ||||||
Payments of Financing Costs | 6,100 | |||||
Maximum Credit Agreement Borrowings | $ 3,200,000 | |||||
Term loans payable | $ 750,000 | |||||
Debt Issuance Costs, Gross | $ 5,000 |
Long-Term Obligations - Additio
Long-Term Obligations - Additional Information (Details) $ in Thousands, € in Millions | Mar. 24, 2016USD ($) | Mar. 24, 2016EUR (€) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) | Nov. 29, 2016USD ($) | Apr. 14, 2016EUR (€) | Mar. 24, 2016EUR (€) | Jan. 29, 2016USD ($) | Jan. 29, 2016EUR (€) | Mar. 27, 2014USD ($) | May 09, 2013USD ($) |
Debt Instrument | |||||||||||||
Debt and Capital Lease Obligations | $ 3,048,183 | $ 3,365,687 | |||||||||||
Term Loan Quarterly Repayment, Percentage of Initial Balance | 0.625% | 0.625% | |||||||||||
Term Loan Quarterly Repayment, Percentage | 1.25% | 1.25% | |||||||||||
Outstanding letters of credit | 72,200 | ||||||||||||
Loss on debt extinguishment | $ 0 | $ 26,650 | |||||||||||
Credit Agreement | |||||||||||||
Debt Instrument | |||||||||||||
Increment change in applicable margin | 0.25% | 0.25% | |||||||||||
Weighted average interest rate | 2.00% | 2.00% | 2.00% | ||||||||||
Increment change in commitment fees | 0.05% | 0.05% | |||||||||||
Fronting fee on letters of credit in addition to participation commission | 0.125% | 0.125% | |||||||||||
Availability on the revolving credit facility | $ 1,400,000 | ||||||||||||
Term Loan | |||||||||||||
Debt Instrument | |||||||||||||
Term loans payable | 723,390 | $ 732,684 | |||||||||||
Current maturities of credit agreement | 37,200 | ||||||||||||
Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Senior notes | 600,000 | 600,000 | $ 600,000 | ||||||||||
Senior notes interest rate | 4.75% | ||||||||||||
Euro Notes | |||||||||||||
Debt Instrument | |||||||||||||
Fees capitalized | 10,300 | ||||||||||||
Senior notes | $ 532,600 | 525,850 | € 500 | ||||||||||
Senior notes interest rate | 3.875% | ||||||||||||
Receivables Securitization Facility | |||||||||||||
Debt Instrument | |||||||||||||
Weighted average interest rate | 1.80% | ||||||||||||
Receivables Securitization Maximum Borrowing Capacity | $ 100,000 | ||||||||||||
Receivables used as collateral for receivables securitization facility | $ 141,900 | 140,300 | |||||||||||
Borrowings under receivable securitization facility, carrying value | $ 99,850 | 100,000 | |||||||||||
Fourth Amended Credit Agreement | Credit Agreement | |||||||||||||
Debt Instrument | |||||||||||||
Maximum Credit Agreement Borrowings | $ 3,200,000 | ||||||||||||
Term loans payable | 750,000 | ||||||||||||
Payments of Financing Costs | 6,100 | ||||||||||||
Fees capitalized | 5,000 | ||||||||||||
Loss on debt extinguishment | 1,100 | ||||||||||||
Fourth Amended Credit Agreement | Credit Agreement | Multicurrency Component | |||||||||||||
Debt Instrument | |||||||||||||
Maximum revolving credit facility borrowings | 2,450,000 | ||||||||||||
Fourth Amended Credit Agreement | USD Term Loan | |||||||||||||
Debt Instrument | |||||||||||||
Term loans payable | $ 500,000 | ||||||||||||
Fourth Amended Credit Agreement | EURO Term Loan | |||||||||||||
Debt Instrument | |||||||||||||
Term loans payable | € | € 230 | ||||||||||||
Debt and Capital Lease Obligations | € | € 230 | ||||||||||||
Third Amended Credit Agreement | Credit Agreement | |||||||||||||
Debt Instrument | |||||||||||||
Maximum Credit Agreement Borrowings | $ 2,300,000 | ||||||||||||
Loss on debt extinguishment | 1,800 | ||||||||||||
Rhiag | |||||||||||||
Debt Instrument | |||||||||||||
Debt Incurred under Line of Credit Facility, Used to Repay Debt Acquired | € | € 508 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Debt | $ 550,843 | € 488.8 | |||||||||||
Rhiag | Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Debt | $ 519,600 | € 465 | |||||||||||
Accrued interest | 8,000 | € 7.1 | |||||||||||
Payments of Debt Extinguishment Costs | 23,800 | 21.2 | |||||||||||
Interest Rate Swap | Rhiag | Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Payments for Derivative Instrument, Financing Activities | $ 4,900 | € 4.4 |
Derivative Instruments and He62
Derivative Instruments and Hedging Activities - Additional Information (Details) $ in Millions | Mar. 31, 2017USD ($) |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Net loss included in accumulated other comprehensive income (loss) to be reclassified into interest expense within the next 12 months | $ (0.1) |
Schedule of Cash Flow Hedges (D
Schedule of Cash Flow Hedges (Details) $ in Thousands, € in Millions | Mar. 31, 2017USD ($) | Mar. 31, 2017EUR (€) | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) |
Derivative | ||||
Derivative Asset, Noncurrent | $ 20,013 | $ 17,907 | ||
Derivative Liability, Noncurrent | 5,388 | 3,128 | ||
Settlement of Notional Amounts | € | € 15 | |||
Cross Currency Interest Rate Contract [Member] | ||||
Derivative | ||||
Derivative, Notional Amount | 418,442 | 422,408 | ||
Derivative Asset, Noncurrent | 2,524 | 1,486 | ||
Derivative Liability, Noncurrent | 5,388 | 3,128 | ||
Cross Currency Interest Rate Contract [Member] | 2016CrossCurrencySwaps [Member] | ||||
Derivative | ||||
Derivative, Notional Amount | 422,400 | € 400 | ||
Interest Rate Swap | ||||
Derivative | ||||
Derivative, Notional Amount | 590,000 | 590,000 | ||
Derivative Asset, Noncurrent | 17,489 | $ 16,421 | ||
Derivative Liability, Noncurrent | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Thousands, € in Millions | 3 Months Ended | ||||
Mar. 31, 2016USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Apr. 14, 2016EUR (€) | May 09, 2013USD ($) | |
Fair Value Measurements | |||||
Portion of change in fair value included in earnings related to contingent consideration obligations outstanding at period end | $ 73 | ||||
Credit Agreement | |||||
Fair Value Measurements | |||||
Borrowings under credit agreement, carrying value | $ 1,700,000 | $ 2,100,000 | |||
Receivables Securitization Facility | |||||
Fair Value Measurements | |||||
Borrowings under receivable securitization facility, carrying value | 99,850 | 100,000 | |||
Senior Notes | |||||
Fair Value Measurements | |||||
Debt instrument, fair value | 595,800 | 599,500 | |||
Debt instrument, carrying value | 600,000 | 600,000 | $ 600,000 | ||
Euro Notes | |||||
Fair Value Measurements | |||||
Debt instrument, fair value | 562,800 | 560,600 | |||
Debt instrument, carrying value | $ 532,600 | $ 525,850 | € 500 |
Financial Assets and Liabilitie
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) $ in Thousands, € in Millions | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Apr. 14, 2016EUR (€) |
Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value assets measured on recurring basis | $ 58,441 | $ 54,038 | |
Fair value liabilities measured on recurring basis | 56,761 | 43,155 | |
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 | 38,428 | 36,131 | |
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 | 11,242 | 3,162 | |
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 | 40,131 | 36,865 | |
Fair Value, Measurements, Recurring | Interest Rate Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value assets measured on recurring basis | 20,013 | 17,907 | |
Fair Value, Measurements, Recurring | Foreign Exchange Future [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value liabilities measured on recurring basis | 5,388 | 3,128 | |
Fair Value, Inputs, Level 2 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value assets measured on recurring basis | 58,441 | 54,038 | |
Fair value liabilities measured on recurring basis | 45,519 | 39,993 | |
Fair Value, Inputs, Level 2 | 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 | 38,428 | 36,131 | |
Fair Value, Inputs, Level 2 | 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 | 40,131 | 36,865 | |
Fair Value, Inputs, Level 2 | Fair Value, Measurements, Recurring | Interest Rate Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value assets measured on recurring basis | 20,013 | 17,907 | |
Fair Value, Inputs, Level 2 | Fair Value, Measurements, Recurring | Foreign Exchange Future [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value liabilities measured on recurring basis | 5,388 | 3,128 | |
Fair Value, Inputs, Level 3 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value liabilities measured on recurring basis | 11,242 | 3,162 | |
Fair Value, Inputs, Level 3 | 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 | 11,242 | 3,162 | |
Euro Notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Long-term Debt, Fair Value | 562,800 | 560,600 | |
Debt Instrument, Face Amount | $ 532,600 | $ 525,850 | € 500 |
Future Minimum Lease Commitment
Future Minimum Lease Commitments (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases, Future Minimum Payments, Remainder of Fiscal Year | $ 158,837 |
2,017 | 182,944 |
2,018 | 151,442 |
2,019 | 122,188 |
2,020 | 92,010 |
2,021 | 75,622 |
Thereafter | 457,967 |
Future Minimum Lease Payments | $ 1,241,010 |
Income Taxes Income Taxes - Add
Income Taxes Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Business Acquisition | ||
Effective income tax rate | 33.90% | 32.10% |
Net Income | $ 136,278 | $ 112,171 |
Excess Tax Benefit on Stock Based Payments | $ 3,300 | $ 4,400 |
Segment and Geographic Inform68
Segment and Geographic Information - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting Information | |
Number of operating segments | 4 |
Number of reportable segments | 3 |
Schedule of Financial Performan
Schedule of Financial Performance by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information | ||
Revenue | $ 2,342,843 | $ 1,921,476 |
Segment EBITDA | 290,270 | 236,611 |
Depreciation and amortization | 50,604 | 33,166 |
North America | ||
Segment Reporting Information | ||
Revenue | 1,208,240 | 1,080,820 |
Segment EBITDA | 176,135 | 145,691 |
Depreciation and amortization | 20,378 | 17,390 |
Europe | ||
Segment Reporting Information | ||
Revenue | 820,897 | 546,761 |
Segment EBITDA | 78,694 | 57,498 |
Depreciation and amortization | 24,751 | 10,308 |
Specialty | ||
Segment Reporting Information | ||
Revenue | 314,934 | 295,070 |
Segment EBITDA | 35,441 | 33,422 |
Depreciation and amortization | 5,475 | 5,468 |
Intersegment Eliminations | ||
Segment Reporting Information | ||
Revenue | (1,228) | (1,175) |
Third Party | North America | ||
Segment Reporting Information | ||
Revenue | 1,208,047 | 1,080,606 |
Third Party | Europe | ||
Segment Reporting Information | ||
Revenue | 820,897 | 546,751 |
Third Party | Specialty | ||
Segment Reporting Information | ||
Revenue | 313,899 | 294,119 |
Intersegment | North America | ||
Segment Reporting Information | ||
Revenue | 193 | 214 |
Intersegment | Europe | ||
Segment Reporting Information | ||
Revenue | 0 | 10 |
Intersegment | Specialty | ||
Segment Reporting Information | ||
Revenue | 1,035 | 951 |
Intersegment | Intersegment Eliminations | ||
Segment Reporting Information | ||
Revenue | $ (1,228) | $ (1,175) |
Reconciliation Of Segment EBITD
Reconciliation Of Segment EBITDA To Net Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting [Abstract] | ||
Segment EBITDA | $ 290,270 | $ 236,611 |
Loss from discontinued operations, net of tax | (4,531) | 0 |
Restructuring and acquisition related expenses | 2,928 | 14,811 |
Income from continuing operation | 140,809 | 112,171 |
Change in fair value of contingent consideration liabilities | (73) | |
Equity in earnings of unconsolidated subsidiaries | 214 | (362) |
Gain (Loss) on Sale of Derivatives | 18,342 | |
EBITDA | 287,556 | 239,707 |
Depreciation and amortization - cost of goods sold | 1,948 | 1,478 |
Depreciation and amortization | 48,656 | 31,688 |
Interest expense, net | 23,988 | 14,592 |
Loss on debt extinguishment | 0 | 26,650 |
Provision for income taxes | 72,155 | 53,128 |
Net Income | $ 136,278 | $ 112,171 |
Schedule of Capital Expenditure
Schedule of Capital Expenditures by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information | ||
Capital Expenditures | $ 44,398 | $ 50,393 |
North America | ||
Segment Reporting Information | ||
Capital Expenditures | 16,760 | 22,783 |
Europe | ||
Segment Reporting Information | ||
Capital Expenditures | 20,458 | 19,107 |
Specialty | ||
Segment Reporting Information | ||
Capital Expenditures | 3,582 | $ 8,503 |
Discontinued Operations [Member] | ||
Segment Reporting Information | ||
Capital Expenditures | $ 3,598 |
Schedule of Assets by Reportabl
Schedule of Assets by Reportable Segment (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Segment Reporting Information | ||
Receivables, net | $ 973,670 | $ 860,549 |
Inventories | 1,978,465 | 1,935,237 |
Property and equipment, net | 809,208 | 811,576 |
Equity Method Investments | 185,262 | 183,467 |
Other unallocated assets | 4,175,641 | 4,512,370 |
Total assets | 8,122,246 | 8,303,199 |
North America | ||
Segment Reporting Information | ||
Receivables, net | 382,922 | 351,681 |
Inventories | 945,454 | 915,244 |
Property and equipment, net | 502,582 | 505,925 |
Equity Method Investments | 336 | 336 |
Europe | ||
Segment Reporting Information | ||
Receivables, net | 473,834 | 443,281 |
Inventories | 740,209 | 718,729 |
Property and equipment, net | 247,720 | 247,910 |
Equity Method Investments | 184,926 | 183,131 |
Specialty | ||
Segment Reporting Information | ||
Receivables, net | 116,914 | 65,587 |
Inventories | 292,802 | 301,264 |
Property and equipment, net | $ 58,906 | $ 57,741 |
Schedule of Revenue by Geograph
Schedule of Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets | ||
Revenue | $ 2,342,843 | $ 1,921,476 |
United States | ||
Revenues from External Customers and Long-Lived Assets | ||
Revenue | 1,417,040 | 1,284,967 |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets | ||
Revenue | 382,652 | 349,676 |
Other countries | ||
Revenues from External Customers and Long-Lived Assets | ||
Revenue | $ 543,151 | $ 286,833 |
Schedule of Tangible Long-Lived
Schedule of Tangible Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Revenues from External Customers and Long-Lived Assets | ||
Long-lived Assets | $ 809,208 | $ 811,576 |
United States | ||
Revenues from External Customers and Long-Lived Assets | ||
Long-lived Assets | 529,589 | 531,425 |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets | ||
Long-lived Assets | 163,090 | 159,689 |
Other countries | ||
Revenues from External Customers and Long-Lived Assets | ||
Long-lived Assets | $ 116,529 | $ 120,462 |
Schedule of Revenue by Product
Schedule of Revenue by Product Category (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue from External Customers | ||
Revenue | $ 2,342,843 | $ 1,921,476 |
Aftermarket, other new and refurbished products | ||
Revenue from External Customers | ||
Revenue | 1,758,062 | 1,387,736 |
Recycled, remanufactured and related products and services | ||
Revenue from External Customers | ||
Revenue | 454,879 | 430,589 |
Other | ||
Revenue from External Customers | ||
Revenue | $ 129,902 | $ 103,151 |
Condensed Consolidating Stateme
Condensed Consolidating Statements of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | $ 2,342,843 | $ 1,921,476 |
Cost of goods sold | 1,412,750 | 1,161,039 |
Gross margin | 930,093 | 760,437 |
Facility and warehouse expenses | 189,780 | 157,605 |
Distribution expenses | 185,810 | 152,343 |
Selling, general and administrative expenses | 267,227 | 218,318 |
Restructuring and acquisition related expenses | 2,928 | 14,811 |
Depreciation and amortization | 48,656 | 31,688 |
Operating (loss) income | 235,692 | 185,672 |
Other expense (income): | ||
Interest expense, net | 23,988 | 14,592 |
Intercompany interest (income) expense, net | 0 | 0 |
Loss on debt extinguishment | 0 | 26,650 |
Change in fair value of contingent consideration liabilities | (73) | |
Gains on foreign exchange contracts - acquisition related | 0 | (18,342) |
Other income, net | (1,046) | (2,889) |
Income from continuing operations before provision for income taxes | 212,750 | 165,661 |
Provision for income taxes | 72,155 | 53,128 |
Equity in earnings of unconsolidated subsidiaries | 214 | (362) |
Nonoperating Income (Expense) | 22,942 | 20,011 |
Income from continuing operation | 140,809 | 112,171 |
Loss from discontinued operations, net of tax | (4,531) | 0 |
Income (Loss) from Subsidiaries, Net of Tax | 0 | 0 |
Net Income (Loss) Attributable to Parent | 136,278 | 112,171 |
Consolidation, Eliminations | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | (40,644) | (32,328) |
Cost of goods sold | (40,644) | (32,328) |
Gross margin | 0 | 0 |
Facility and warehouse expenses | 0 | 0 |
Distribution expenses | 0 | 0 |
Selling, general and administrative expenses | 0 | 0 |
Restructuring and acquisition related expenses | 0 | 0 |
Depreciation and amortization | 0 | 0 |
Operating (loss) income | 0 | 0 |
Other expense (income): | ||
Interest expense, net | 0 | 0 |
Intercompany interest (income) expense, net | 0 | 0 |
Loss on debt extinguishment | 0 | |
Gains on foreign exchange contracts - acquisition related | 0 | |
Other income, net | 0 | 0 |
Income from continuing operations before provision for income taxes | 0 | 0 |
Provision for income taxes | 0 | 0 |
Equity in earnings of unconsolidated subsidiaries | 0 | 0 |
Nonoperating Income (Expense) | 0 | 0 |
Income from continuing operation | (158,379) | |
Loss from discontinued operations, net of tax | 2,481 | |
Income (Loss) from Subsidiaries, Net of Tax | (158,379) | (121,317) |
Net Income (Loss) Attributable to Parent | (155,898) | (121,317) |
Parent Company | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | 0 | 0 |
Cost of goods sold | 0 | 0 |
Gross margin | 0 | 0 |
Facility and warehouse expenses | 0 | 0 |
Distribution expenses | 0 | 0 |
Selling, general and administrative expenses | 9,183 | 10,379 |
Restructuring and acquisition related expenses | 0 | 0 |
Depreciation and amortization | 30 | 36 |
Operating (loss) income | (9,213) | (10,415) |
Other expense (income): | ||
Interest expense, net | 16,180 | 12,117 |
Intercompany interest (income) expense, net | (5,672) | (10,677) |
Loss on debt extinguishment | 2,894 | |
Gains on foreign exchange contracts - acquisition related | (18,342) | |
Other income, net | 291 | (111) |
Income from continuing operations before provision for income taxes | (20,012) | 3,704 |
Provision for income taxes | (7,437) | 113 |
Equity in earnings of unconsolidated subsidiaries | (182) | (795) |
Nonoperating Income (Expense) | 10,799 | (14,119) |
Income from continuing operation | 140,809 | |
Loss from discontinued operations, net of tax | (4,531) | |
Income (Loss) from Subsidiaries, Net of Tax | 153,566 | 109,375 |
Net Income (Loss) Attributable to Parent | 136,278 | 112,171 |
Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | 1,453,516 | 1,318,167 |
Cost of goods sold | 863,375 | 795,240 |
Gross margin | 590,141 | 522,927 |
Facility and warehouse expenses | 127,803 | 115,210 |
Distribution expenses | 120,430 | 104,154 |
Selling, general and administrative expenses | 137,295 | 126,668 |
Restructuring and acquisition related expenses | 1,883 | 4,036 |
Depreciation and amortization | 23,481 | 20,544 |
Operating (loss) income | 179,249 | 152,315 |
Other expense (income): | ||
Interest expense, net | 198 | 143 |
Intercompany interest (income) expense, net | 1,019 | 6,590 |
Loss on debt extinguishment | 0 | |
Gains on foreign exchange contracts - acquisition related | 0 | |
Other income, net | (169) | (2,800) |
Income from continuing operations before provision for income taxes | 178,201 | 148,382 |
Provision for income taxes | 70,038 | 50,316 |
Equity in earnings of unconsolidated subsidiaries | 0 | 5 |
Nonoperating Income (Expense) | 1,048 | 3,933 |
Income from continuing operation | 112,976 | |
Loss from discontinued operations, net of tax | (4,531) | |
Income (Loss) from Subsidiaries, Net of Tax | 4,813 | 11,942 |
Net Income (Loss) Attributable to Parent | 108,445 | 110,013 |
Non-Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | 929,971 | 635,637 |
Cost of goods sold | 590,019 | 398,127 |
Gross margin | 339,952 | 237,510 |
Facility and warehouse expenses | 61,977 | 42,395 |
Distribution expenses | 65,380 | 48,189 |
Selling, general and administrative expenses | 120,749 | 81,271 |
Restructuring and acquisition related expenses | 1,045 | 10,775 |
Depreciation and amortization | 25,145 | 11,108 |
Operating (loss) income | 65,656 | 43,772 |
Other expense (income): | ||
Interest expense, net | 7,610 | 2,332 |
Intercompany interest (income) expense, net | 4,653 | 4,087 |
Loss on debt extinguishment | 23,756 | |
Gains on foreign exchange contracts - acquisition related | 0 | |
Other income, net | (1,168) | 22 |
Income from continuing operations before provision for income taxes | 54,561 | 13,575 |
Provision for income taxes | 9,554 | 2,699 |
Equity in earnings of unconsolidated subsidiaries | 396 | 428 |
Nonoperating Income (Expense) | 11,095 | 30,197 |
Income from continuing operation | 45,403 | |
Loss from discontinued operations, net of tax | 2,050 | |
Income (Loss) from Subsidiaries, Net of Tax | 0 | 0 |
Net Income (Loss) Attributable to Parent | $ 47,453 | $ 11,304 |
Condensed Consolidating State77
Condensed Consolidating Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net Income | $ 136,278 | $ 112,171 |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation | 21,579 | 140 |
Net change in unrecognized gains/losses on derivative instruments, net of tax | 3,163 | 432 |
Net change in unrealized gains/losses on pension plan, net of tax | (3,041) | 147 |
Other comprehensive income (loss), unconsolidated subsidiaries | (162) | |
Total other comprehensive income | 21,539 | 719 |
Total comprehensive income | 157,817 | 112,890 |
Consolidation, Eliminations | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net Income | (155,898) | (121,317) |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation | (25,010) | 5,894 |
Net change in unrecognized gains/losses on derivative instruments, net of tax | 133 | (96) |
Net change in unrealized gains/losses on pension plan, net of tax | 3,041 | (147) |
Other comprehensive income (loss), unconsolidated subsidiaries | 162 | |
Total other comprehensive income | (21,674) | 5,651 |
Total comprehensive income | (177,572) | (115,666) |
Parent Company | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net Income | 136,278 | 112,171 |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation | 21,579 | 140 |
Net change in unrecognized gains/losses on derivative instruments, net of tax | 3,163 | 432 |
Net change in unrealized gains/losses on pension plan, net of tax | (3,041) | 147 |
Other comprehensive income (loss), unconsolidated subsidiaries | (162) | |
Total other comprehensive income | 21,539 | 719 |
Total comprehensive income | 157,817 | 112,890 |
Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net Income | 108,445 | 110,013 |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation | 3,878 | (2,855) |
Net change in unrecognized gains/losses on derivative instruments, net of tax | (133) | 0 |
Net change in unrealized gains/losses on pension plan, net of tax | (2,805) | 0 |
Other comprehensive income (loss), unconsolidated subsidiaries | 0 | |
Total other comprehensive income | 940 | (2,855) |
Total comprehensive income | 109,385 | 107,158 |
Non-Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net Income | 47,453 | 11,304 |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation | 21,132 | (3,039) |
Net change in unrecognized gains/losses on derivative instruments, net of tax | 0 | 96 |
Net change in unrealized gains/losses on pension plan, net of tax | (236) | 147 |
Other comprehensive income (loss), unconsolidated subsidiaries | (162) | |
Total other comprehensive income | 20,734 | (2,796) |
Total comprehensive income | $ 68,187 | $ 8,508 |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Cost of Goods and Services Sold | $ 1,412,750 | $ 1,161,039 | ||
Facility And Warehouse Expenses | 189,780 | 157,605 | ||
Current assets: | ||||
Cash and cash equivalents | 264,614 | 229,220 | $ 227,400 | $ 87,397 |
Receivables, net | 973,670 | 860,549 | ||
Intercompany receivables, net | 0 | 0 | ||
Inventories | 1,978,465 | 1,935,237 | ||
Prepaid expenses and other current assets | 101,377 | 87,768 | ||
Total current assets | 3,318,126 | 3,567,594 | ||
Property and equipment, net | 809,208 | 811,576 | ||
Intangible assets: | ||||
Goodwill | 3,120,844 | 3,054,769 | ||
Other intangibles, net | 576,451 | 584,231 | ||
Investment in Subsidiaries | 0 | 0 | ||
Intercompany Notes Receivable | 0 | 0 | ||
Other assets | 112,355 | 101,562 | ||
Total assets | 8,122,246 | 8,303,199 | ||
Assets of discontinued operations | 0 | 456,640 | ||
Current liabilities: | ||||
Accounts payable | 651,117 | 633,773 | ||
Intercompany payables, net | 0 | 0 | ||
Accrued expenses: | ||||
Accrued payroll-related liabilities | 89,977 | 118,755 | ||
Other accrued expenses | 243,018 | 209,101 | ||
Other current liabilities | 83,601 | 37,943 | ||
Current portion of long-term obligations | 91,988 | 66,109 | ||
Total current liabilities | 1,159,701 | 1,210,785 | ||
Long-term obligations, excluding current portion | 2,933,277 | 3,275,662 | ||
Intercompany Notes Payable | 0 | 0 | ||
Deferred income taxes | 221,504 | 199,657 | ||
Other Noncurrent Liabilities | 200,893 | 174,146 | ||
Stockholders’ Equity | 3,606,871 | 3,442,949 | ||
Total liabilities and stockholders’ equity | 8,122,246 | 8,303,199 | ||
Liabilities of discontinued operations | 0 | 145,104 | ||
Equity Method Investments | 185,262 | 183,467 | ||
Distribution Expenses | 185,810 | 152,343 | ||
Consolidation, Eliminations | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cost of Goods and Services Sold | (40,644) | (32,328) | ||
Facility And Warehouse Expenses | 0 | 0 | ||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Receivables, net | 0 | 0 | ||
Intercompany receivables, net | (9,979) | (22,879) | ||
Inventories | 0 | 0 | ||
Prepaid expenses and other current assets | 0 | 0 | ||
Total current assets | (9,979) | (22,879) | ||
Property and equipment, net | 0 | 0 | ||
Intangible assets: | ||||
Goodwill | 0 | 0 | ||
Other intangibles, net | 0 | 0 | ||
Investment in Subsidiaries | (5,304,604) | (5,309,329) | ||
Intercompany Notes Receivable | (1,956,567) | (2,310,817) | ||
Other assets | (3,762) | (5,688) | ||
Total assets | (7,274,912) | (7,648,713) | ||
Assets of discontinued operations | 0 | |||
Current liabilities: | ||||
Accounts payable | 0 | 0 | ||
Intercompany payables, net | (9,979) | (22,879) | ||
Accrued expenses: | ||||
Accrued payroll-related liabilities | 0 | 0 | ||
Other accrued expenses | 0 | 0 | ||
Other current liabilities | 0 | 0 | ||
Current portion of long-term obligations | 0 | 0 | ||
Total current liabilities | (9,979) | (22,879) | ||
Long-term obligations, excluding current portion | 0 | 0 | ||
Intercompany Notes Payable | (1,956,567) | (2,310,817) | ||
Deferred income taxes | (3,762) | (5,688) | ||
Other Noncurrent Liabilities | 0 | 0 | ||
Stockholders’ Equity | (5,304,604) | (5,309,329) | ||
Total liabilities and stockholders’ equity | (7,274,912) | (7,648,713) | ||
Liabilities of discontinued operations | 0 | |||
Equity Method Investments | 0 | 0 | ||
Distribution Expenses | 0 | 0 | ||
Parent Company | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cost of Goods and Services Sold | 0 | 0 | ||
Facility And Warehouse Expenses | 0 | 0 | ||
Current assets: | ||||
Cash and cash equivalents | 22,256 | 43,999 | 33,030 | 17,616 |
Receivables, net | 0 | 0 | ||
Intercompany receivables, net | 2,953 | 2,805 | ||
Inventories | 0 | 0 | ||
Prepaid expenses and other current assets | 1,448 | 1,640 | ||
Total current assets | 26,657 | 37,475 | ||
Property and equipment, net | 209 | 239 | ||
Intangible assets: | ||||
Goodwill | 0 | 0 | ||
Other intangibles, net | 0 | 0 | ||
Investment in Subsidiaries | 5,231,012 | 5,067,297 | ||
Intercompany Notes Receivable | 1,175,881 | 1,510,534 | ||
Other assets | 62,204 | 59,726 | ||
Total assets | 6,495,963 | 6,675,271 | ||
Assets of discontinued operations | 0 | |||
Current liabilities: | ||||
Accounts payable | 2,030 | 1,309 | ||
Intercompany payables, net | 0 | 11,237 | ||
Accrued expenses: | ||||
Accrued payroll-related liabilities | 3,321 | 6,404 | ||
Other accrued expenses | 12,360 | 5,502 | ||
Other current liabilities | 38,465 | 4,283 | ||
Current portion of long-term obligations | 36,011 | 37,710 | ||
Total current liabilities | 92,187 | 66,445 | ||
Long-term obligations, excluding current portion | 1,996,134 | 2,371,578 | ||
Intercompany Notes Payable | 750,000 | 750,000 | ||
Deferred income taxes | 183 | 0 | ||
Other Noncurrent Liabilities | 50,588 | 44,299 | ||
Stockholders’ Equity | 3,606,871 | 3,442,949 | ||
Total liabilities and stockholders’ equity | 6,495,963 | 6,675,271 | ||
Liabilities of discontinued operations | 0 | |||
Equity Method Investments | 0 | 0 | ||
Distribution Expenses | 0 | 0 | ||
Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cost of Goods and Services Sold | 863,375 | 795,240 | ||
Facility And Warehouse Expenses | 127,803 | 115,210 | ||
Current assets: | ||||
Cash and cash equivalents | 24,529 | 13,907 | 35,360 | 13,432 |
Receivables, net | 318,249 | 248,188 | ||
Intercompany receivables, net | 0 | 11,237 | ||
Inventories | 1,170,190 | 1,149,763 | ||
Prepaid expenses and other current assets | 46,405 | 43,165 | ||
Total current assets | 1,559,373 | 1,845,501 | ||
Property and equipment, net | 531,214 | 527,705 | ||
Intangible assets: | ||||
Goodwill | 1,895,497 | 1,851,274 | ||
Other intangibles, net | 152,905 | 153,689 | ||
Investment in Subsidiaries | 73,592 | 242,032 | ||
Intercompany Notes Receivable | 780,686 | 800,283 | ||
Other assets | 30,525 | 25,177 | ||
Total assets | 5,024,128 | 5,445,997 | ||
Assets of discontinued operations | 357,788 | |||
Current liabilities: | ||||
Accounts payable | 273,002 | 244,074 | ||
Intercompany payables, net | 7,026 | 8,837 | ||
Accrued expenses: | ||||
Accrued payroll-related liabilities | 29,714 | 58,187 | ||
Other accrued expenses | 96,416 | 94,287 | ||
Other current liabilities | 25,174 | 18,456 | ||
Current portion of long-term obligations | 686 | 1,097 | ||
Total current liabilities | 432,018 | 535,828 | ||
Long-term obligations, excluding current portion | 7,871 | 8,356 | ||
Intercompany Notes Payable | 738,026 | 1,074,218 | ||
Deferred income taxes | 118,208 | 95,765 | ||
Other Noncurrent Liabilities | 111,474 | 90,722 | ||
Stockholders’ Equity | 3,616,531 | 3,641,108 | ||
Total liabilities and stockholders’ equity | 5,024,128 | 5,445,997 | ||
Liabilities of discontinued operations | 110,890 | |||
Equity Method Investments | 336 | 336 | ||
Distribution Expenses | 120,430 | 104,154 | ||
Non-Guarantor Subsidiaries | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cost of Goods and Services Sold | 590,019 | 398,127 | ||
Facility And Warehouse Expenses | 61,977 | 42,395 | ||
Current assets: | ||||
Cash and cash equivalents | 217,829 | 171,314 | 159,010 | $ 56,349 |
Receivables, net | 655,421 | 612,361 | ||
Intercompany receivables, net | 7,026 | 8,837 | ||
Inventories | 808,275 | 785,474 | ||
Prepaid expenses and other current assets | 53,524 | 42,963 | ||
Total current assets | 1,742,075 | 1,707,497 | ||
Property and equipment, net | 277,785 | 283,632 | ||
Intangible assets: | ||||
Goodwill | 1,225,347 | 1,203,495 | ||
Other intangibles, net | 423,546 | 430,542 | ||
Investment in Subsidiaries | 0 | 0 | ||
Intercompany Notes Receivable | 0 | 0 | ||
Other assets | 23,388 | 22,347 | ||
Total assets | 3,877,067 | 3,830,644 | ||
Assets of discontinued operations | 98,852 | |||
Current liabilities: | ||||
Accounts payable | 376,085 | 388,390 | ||
Intercompany payables, net | 2,953 | 2,805 | ||
Accrued expenses: | ||||
Accrued payroll-related liabilities | 56,942 | 54,164 | ||
Other accrued expenses | 134,242 | 109,312 | ||
Other current liabilities | 19,962 | 15,204 | ||
Current portion of long-term obligations | 55,291 | 27,302 | ||
Total current liabilities | 645,475 | 631,391 | ||
Long-term obligations, excluding current portion | 929,272 | 895,728 | ||
Intercompany Notes Payable | 468,541 | 486,599 | ||
Deferred income taxes | 106,875 | 109,580 | ||
Other Noncurrent Liabilities | 38,831 | 39,125 | ||
Stockholders’ Equity | 1,688,073 | 1,668,221 | ||
Total liabilities and stockholders’ equity | 3,877,067 | 3,830,644 | ||
Liabilities of discontinued operations | 34,214 | |||
Equity Method Investments | 184,926 | $ 183,131 | ||
Distribution Expenses | $ 65,380 | $ 48,189 |
Condensed Consolidating State79
Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by operating activities | $ 172,293 | $ 134,844 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (44,398) | (50,393) | |
Investment and intercompany note activity with subsidiaries | 0 | 0 | |
Proceeds from disposal of business/investment | 316,100 | 10,304 | |
Acquisitions, net of cash acquired | (77,056) | (603,735) | |
Proceeds from Divestiture of Businesses, Net of Cash Divested | 301,297 | ||
Proceeds from foreign exchange contracts | 18,342 | ||
Other investing activities, net | 1,314 | 458 | |
Net cash provided by (used in) investing activities | 181,157 | (625,024) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from exercise of stock options | 2,464 | 3,202 | |
Taxes paid related to net share settlements of stock-based compensation awards | (3,644) | (2,281) | |
Debt issuance costs | (5,907) | ||
Borrowings under revolving credit facilities | 45,239 | 1,143,217 | |
Repayments under revolving credit facilities | (389,313) | (345,609) | |
Borrowings under term loans | 338,478 | ||
Repayments under term loans | (9,295) | ||
Repayments under receivables securitization facility | 97,000 | ||
Repayments under receivables securitization facility | (150) | (63,000) | |
Repayments of other long-term debt, net | (23,313) | (12,850) | |
Proceeds from (Payments for) Other Financing Activities | 5,000 | ||
Payments of other obligations | (1,437) | ||
Repayment of Rhiag Debt and Related payments | (543,347) | ||
Investment and intercompany note activity with parent | 0 | 0 | |
Cash and Cash Equivalents, Period Increase (Decrease) | 30,098 | 141,823 | |
Dividends | 0 | 0 | |
Net cash (used in) provided by financing activities | (326,386) | 633,166 | |
Effect of Exchange Rate on Cash and Cash Equivalents | 3,034 | (1,163) | |
Cash and cash equivalents, end of period | 264,614 | 229,220 | $ 227,400 |
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | 7,116 | ||
Consolidation, Eliminations | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by operating activities | (94,638) | (26,229) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | 0 | 0 | |
Investment and intercompany note activity with subsidiaries | (249,828) | 646,019 | |
Acquisitions, net of cash acquired | 0 | 0 | |
Proceeds from Divestiture of Businesses, Net of Cash Divested | 0 | ||
Other investing activities, net | 0 | 0 | |
Net cash provided by (used in) investing activities | (249,828) | 646,019 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from exercise of stock options | 0 | 0 | |
Taxes paid related to net share settlements of stock-based compensation awards | 0 | 0 | |
Debt issuance costs | 0 | ||
Borrowings under revolving credit facilities | 0 | 0 | |
Repayments under revolving credit facilities | 0 | 0 | |
Borrowings under term loans | 0 | ||
Repayments under term loans | 0 | ||
Repayments under receivables securitization facility | 0 | ||
Repayments under receivables securitization facility | 0 | 0 | |
Repayments of other long-term debt, net | 0 | 0 | |
Proceeds from (Payments for) Other Financing Activities | 0 | ||
Payments of other obligations | 0 | ||
Repayment of Rhiag Debt and Related payments | 0 | ||
Investment and intercompany note activity with parent | 249,828 | (646,019) | |
Cash and Cash Equivalents, Period Increase (Decrease) | 0 | 0 | |
Dividends | 94,638 | 26,229 | |
Net cash (used in) provided by financing activities | 344,466 | (619,790) | |
Effect of Exchange Rate on Cash and Cash Equivalents | 0 | 0 | |
Cash and cash equivalents, end of period | 0 | 0 | 0 |
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | 0 | ||
Parent Company | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by operating activities | 118,537 | 69,729 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | 0 | 0 | |
Investment and intercompany note activity with subsidiaries | 249,828 | (646,019) | |
Acquisitions, net of cash acquired | 0 | 0 | |
Proceeds from Divestiture of Businesses, Net of Cash Divested | 0 | ||
Proceeds from foreign exchange contracts | 18,342 | ||
Other investing activities, net | 0 | 0 | |
Net cash provided by (used in) investing activities | 249,828 | (627,677) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from exercise of stock options | 2,464 | 3,202 | |
Taxes paid related to net share settlements of stock-based compensation awards | (3,644) | (2,281) | |
Debt issuance costs | (5,907) | ||
Borrowings under revolving credit facilities | 10,000 | 544,000 | |
Repayments under revolving credit facilities | (376,966) | (44,000) | |
Borrowings under term loans | 89,317 | ||
Repayments under term loans | (9,295) | ||
Repayments under receivables securitization facility | 0 | ||
Repayments under receivables securitization facility | 0 | 0 | |
Repayments of other long-term debt, net | 1,698 | 0 | |
Proceeds from (Payments for) Other Financing Activities | 0 | ||
Payments of other obligations | 0 | ||
Repayment of Rhiag Debt and Related payments | 0 | ||
Investment and intercompany note activity with parent | 0 | 0 | |
Cash and Cash Equivalents, Period Increase (Decrease) | (10,774) | 26,383 | |
Dividends | 0 | 0 | |
Net cash (used in) provided by financing activities | (379,139) | 584,331 | |
Effect of Exchange Rate on Cash and Cash Equivalents | 0 | 0 | |
Cash and cash equivalents, end of period | 22,256 | 43,999 | 33,030 |
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | 0 | ||
Guarantor Subsidiaries | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by operating activities | 112,605 | 77,907 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (18,226) | (29,710) | |
Investment and intercompany note activity with subsidiaries | 0 | 0 | |
Acquisitions, net of cash acquired | (74,937) | 0 | |
Proceeds from Divestiture of Businesses, Net of Cash Divested | 305,740 | ||
Other investing activities, net | 1,008 | 188 | |
Net cash provided by (used in) investing activities | 213,585 | (29,522) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from exercise of stock options | 0 | 0 | |
Taxes paid related to net share settlements of stock-based compensation awards | 0 | 0 | |
Debt issuance costs | 0 | ||
Borrowings under revolving credit facilities | 0 | 0 | |
Repayments under revolving credit facilities | 0 | 0 | |
Borrowings under term loans | 0 | ||
Repayments under term loans | 0 | ||
Repayments under receivables securitization facility | 0 | ||
Repayments under receivables securitization facility | 0 | 0 | |
Repayments of other long-term debt, net | 1,099 | 946 | |
Proceeds from (Payments for) Other Financing Activities | 5,000 | ||
Payments of other obligations | (1,437) | ||
Repayment of Rhiag Debt and Related payments | 0 | ||
Investment and intercompany note activity with parent | (246,463) | (20,106) | |
Cash and Cash Equivalents, Period Increase (Decrease) | (10,980) | 475 | |
Dividends | (94,638) | (25,069) | |
Net cash (used in) provided by financing activities | (337,200) | (47,558) | |
Effect of Exchange Rate on Cash and Cash Equivalents | 30 | (352) | |
Cash and cash equivalents, end of period | 24,529 | 13,907 | 35,360 |
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | 149 | ||
Non-Guarantor Subsidiaries | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by operating activities | 35,789 | 13,437 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (26,172) | (20,683) | |
Investment and intercompany note activity with subsidiaries | 0 | 0 | |
Proceeds from disposal of business/investment | 10,304 | ||
Acquisitions, net of cash acquired | (2,119) | (603,735) | |
Proceeds from Divestiture of Businesses, Net of Cash Divested | (4,443) | ||
Other investing activities, net | 306 | 270 | |
Net cash provided by (used in) investing activities | (32,428) | (613,844) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from exercise of stock options | 0 | 0 | |
Taxes paid related to net share settlements of stock-based compensation awards | 0 | 0 | |
Debt issuance costs | 0 | ||
Borrowings under revolving credit facilities | 35,239 | 599,217 | |
Repayments under revolving credit facilities | (12,347) | (301,609) | |
Borrowings under term loans | 249,161 | ||
Repayments under term loans | 0 | ||
Repayments under receivables securitization facility | 97,000 | ||
Repayments under receivables securitization facility | (150) | (63,000) | |
Repayments of other long-term debt, net | (26,110) | (13,796) | |
Proceeds from (Payments for) Other Financing Activities | 0 | ||
Payments of other obligations | 0 | ||
Repayment of Rhiag Debt and Related payments | (543,347) | ||
Investment and intercompany note activity with parent | (3,365) | 666,125 | |
Cash and Cash Equivalents, Period Increase (Decrease) | 51,852 | 114,965 | |
Dividends | 0 | (1,160) | |
Net cash (used in) provided by financing activities | 45,487 | 716,183 | |
Effect of Exchange Rate on Cash and Cash Equivalents | 3,004 | (811) | |
Cash and cash equivalents, end of period | 217,829 | 171,314 | 159,010 |
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | 6,967 | ||
Continuing and Discontinued Operations [Member] | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by operating activities | 172,293 | 134,844 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (44,398) | (50,393) | |
Proceeds from disposal of business/investment | 301,297 | 10,304 | |
Acquisitions, net of cash acquired | (77,056) | (603,735) | |
Proceeds from foreign exchange contracts | 18,342 | ||
Other investing activities, net | 1,314 | 458 | |
Net cash provided by (used in) investing activities | 181,157 | (625,024) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from exercise of stock options | 2,464 | 3,202 | |
Taxes paid related to net share settlements of stock-based compensation awards | (3,644) | (2,281) | |
Debt issuance costs | 0 | (5,907) | |
Borrowings under revolving credit facilities | 45,239 | 1,143,217 | |
Repayments under revolving credit facilities | (389,313) | (345,609) | |
Borrowings under term loans | 0 | 338,478 | |
Repayments under term loans | (9,295) | 0 | |
Repayments under receivables securitization facility | 97,000 | ||
Repayments under receivables securitization facility | (150) | (63,000) | |
Proceeds from (Payments for) Other Financing Activities | 5,000 | 0 | |
Payments of other obligations | (1,437) | ||
Repayment of Rhiag Debt and Related payments | 0 | (543,347) | |
Cash and Cash Equivalents, Period Increase (Decrease) | 30,098 | 141,823 | |
Net cash (used in) provided by financing activities | (326,386) | 633,166 | |
Effect of Exchange Rate on Cash and Cash Equivalents | $ 3,034 | $ (1,163) | |
Cash and cash equivalents, end of period | 234,516 | ||
Continuing and Discontinued Operations [Member] | Consolidation, Eliminations | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Cash and cash equivalents, end of period | 0 | ||
Continuing and Discontinued Operations [Member] | Parent Company | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Cash and cash equivalents, end of period | 33,030 | ||
Continuing and Discontinued Operations [Member] | Guarantor Subsidiaries | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Cash and cash equivalents, end of period | 35,509 | ||
Continuing and Discontinued Operations [Member] | Non-Guarantor Subsidiaries | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Cash and cash equivalents, end of period | $ 165,977 |