Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 27, 2018 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
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 | 309,710,577 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | $ 2,720,764 | $ 2,342,843 |
Cost of goods sold | 1,666,793 | 1,412,750 |
Gross margin | 1,053,971 | 930,093 |
Selling, general and administrative expenses (1) | 766,891 | 642,817 |
Restructuring and acquisition related expenses | 4,054 | 2,928 |
Depreciation and amortization | 56,458 | 48,656 |
Operating income | 226,568 | 235,692 |
Other expense (income): | ||
Interest expense, net | 28,515 | 23,988 |
Other income, net | (2,882) | (1,046) |
Total other expense, net | 25,633 | 22,942 |
Income from continuing operations before provision for income taxes | 200,935 | 212,750 |
Provision for income taxes | 49,584 | 72,155 |
Equity in earnings of unconsolidated subsidiaries | 1,412 | 214 |
Income from continuing operations | 152,763 | 140,809 |
Net loss from discontinued operations | 0 | (4,531) |
Net income | 152,763 | 136,278 |
Less: net loss attributable to noncontrolling interest | (197) | |
Net income attributable to LKQ stockholders | $ 152,960 | $ 136,278 |
Basic earnings per share: (2) | ||
Income from continuing operations | $ 0.49 | $ 0.46 |
Net loss from discontinued operations | (0.01) | |
Net income | 0.49 | 0.44 |
Less: net loss attributable to noncontrolling interest | 0 | |
Net income attributable to LKQ stockholders | 0.49 | 0.44 |
Diluted earnings per share: (1) | ||
Income from continuing operations | 0.49 | 0.45 |
Net loss from discontinued operations | (0.01) | |
Net income | 0.49 | 0.44 |
Less: net loss attributable to noncontrolling interest | 0 | |
Net income attributable to LKQ stockholders | $ 0.49 | $ 0.44 |
Unaudited Condensed Consolidat3
Unaudited Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 152,763 | $ 136,278 |
Less: net loss attributable to noncontrolling interest | (197) | |
Net income attributable to LKQ stockholders | 152,960 | 136,278 |
Other comprehensive income (loss): | ||
Foreign currency translation, net of tax | 48,485 | 21,579 |
Net change in unrealized gains/losses on cash flow hedges, net of tax | 3,254 | 3,163 |
Net change in unrealized gains/losses on pension plans, net of tax | (621) | (3,041) |
Net change in other comprehensive loss from unconsolidated subsidiaries | (605) | (162) |
Other comprehensive income | 50,513 | 21,539 |
Comprehensive income | 203,276 | 157,817 |
Less: comprehensive loss attributable to noncontrolling interest | (197) | |
Comprehensive income attributable to LKQ stockholders | $ 203,473 | $ 157,817 |
Unaudited Condensed Consolidat4
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 245,679 | $ 279,766 |
Receivables, net | 1,211,788 | 1,027,106 |
Inventories | 2,401,309 | 2,380,783 |
Prepaid expenses and other current assets | 180,367 | 134,479 |
Total current assets | 4,039,143 | 3,822,134 |
Property, plant and equipment, net | 929,756 | 913,089 |
Intangible assets: | ||
Goodwill | 3,572,198 | 3,536,511 |
Other intangibles, net | 740,804 | 743,769 |
Equity method investments | 208,210 | 208,404 |
Other assets | 146,067 | 142,965 |
Total assets | 9,636,178 | 9,366,872 |
Current liabilities: | ||
Accounts payable | 812,661 | 788,613 |
Accrued expenses: | ||
Accrued payroll-related liabilities | 112,140 | 143,424 |
Other accrued expenses | 267,364 | 218,600 |
Refund liability | 99,179 | 0 |
Other current liabilities | 41,167 | 45,727 |
Current portion of long-term obligations | 142,277 | 126,360 |
Total current liabilities | 1,474,788 | 1,322,724 |
Long-term obligations, excluding current portion | 3,170,788 | 3,277,620 |
Deferred income taxes | 242,226 | 252,359 |
Other noncurrent liabilities | 329,395 | 307,516 |
Commitments and Contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 309,630,976 and 309,126,386 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 3,096 | 3,091 |
Additional paid-in capital | 1,146,391 | 1,141,451 |
Retained earnings | 3,271,718 | 3,124,103 |
Accumulated other comprehensive loss | (14,618) | (70,476) |
Total Company stockholders' equity | 4,406,587 | 4,198,169 |
Noncontrolling interest | 12,394 | 8,484 |
Total stockholders' equity | 4,418,981 | 4,206,653 |
Total liabilities and stockholders’ equity | $ 9,636,178 | $ 9,366,872 |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
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 | 309,630,976 | 309,126,386 |
Common stock, shares outstanding | 309,630,976 | 309,126,386 |
Unaudited Condensed Consolidat6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 152,763 | $ 136,278 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 61,066 | 50,604 |
Stock-based compensation expense | 5,982 | 7,285 |
Loss on sale of business | 8,580 | |
Other | (3,134) | 1,343 |
Changes in operating assets and liabilities, net of effects from acquisitions and dispositions: | ||
Receivables, net | (130,520) | (108,893) |
Inventories | 5,016 | (745) |
Prepaid income taxes/income taxes payable | 37,362 | 61,064 |
Accounts payable | 23,924 | 24,449 |
Other operating assets and liabilities | (7,296) | (7,672) |
Net cash provided by operating activities | 145,163 | 172,293 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | (62,189) | (44,398) |
Acquisitions, net of cash acquired | (2,966) | (77,056) |
Proceeds from disposals of business/investment | 301,297 | |
Other investing activities, net | 534 | 1,314 |
Net cash (used in) provided by investing activities | (64,621) | 181,157 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from exercise of stock options | 2,255 | 2,464 |
Taxes paid related to net share settlements of stock-based compensation awards | (3,292) | (3,644) |
Debt issuance costs | (724) | |
Borrowings under revolving credit facilities | 201,669 | 45,239 |
Repayments under revolving credit facilities | (321,525) | (389,313) |
Repayments under term loans | (4,405) | (9,295) |
Repayments under receivables securitization facility | (150) | |
Borrowings of Other Long-term Debt | 4,409 | 23,313 |
Other financing activities, net | 4,107 | 5,000 |
Net cash used in financing activities | (117,506) | (326,386) |
Effect of exchange rate changes on cash and cash equivalents | 2,877 | 3,034 |
Net (decrease) increase in cash and cash equivalents | (34,087) | 30,098 |
Cash and cash equivalents of continuing operations, beginning of period | 279,766 | 227,400 |
Add: Cash and cash equivalents of discontinued operations, beginning of period | 0 | 7,116 |
Cash and cash equivalents of continuing and discontinued operations, beginning of period | 279,766 | 227,400 |
Cash and cash equivalents, end of period | 245,679 | 264,614 |
Supplemental disclosure of cash paid for: | ||
Income taxes, net of refunds | 15,464 | 13,746 |
Interest | 13,975 | 10,965 |
Supplemental disclosure of noncash investing and financing activities: | ||
Noncash property, plant and equipment additions | 4,199 | 2,936 |
Notes and other financing receivables in connection with disposals of business/investment | 5,848 | |
Continuing and Discontinued Operations | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Cash and cash equivalents of continuing operations, beginning of period | 234,516 | |
Cash and cash equivalents of continuing and discontinued operations, beginning of period | 234,516 | |
Supplemental disclosure of noncash investing and financing activities: | ||
Business Acquisition Contingent Consideration And Liabilities At Fair Value | $ 34 | $ 10,969 |
Unaudited Condensed Consolidat7
Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest |
Noncontrolling interest | $ 8,484 | $ 8,484 | ||||
Beginning balance, shares at Dec. 31, 2017 | 309,127,000 | |||||
Beginning balance at Dec. 31, 2017 | 4,198,169 | $ 3,091 | $ 1,141,451 | $ 3,124,103 | $ (70,476) | |
Beginning Balance at January 1, 2018 at Dec. 31, 2017 | 4,206,653 | |||||
Net income | 152,960 | 152,960 | ||||
Less: net loss attributable to noncontrolling interest | (197) | |||||
Net income | 152,763 | |||||
Other comprehensive income | 50,513 | |||||
Vesting of restricted stock units, net of shares withheld for employee tax | 300,000 | |||||
Vesting of restricted stock units, net of shares withheld for employee tax | (2,396) | $ 3 | (2,399) | |||
Stock-based compensation expense | $ 5,982 | 5,982 | ||||
Exercise of stock options | 226,260 | 226,000 | ||||
Exercise of stock options, value | $ 2,255 | $ 2 | 2,253 | |||
Shares withheld for net share settlements of stock option awards, shares | 22,000 | |||||
Shares withheld for net share settlement of stock option awards, value | (896) | (896) | ||||
Adoption of ASU 2018-02 (see Note 4) | 5,345 | (5,345) | ||||
Capital contributions from noncontrolling interest shareholder | 4,107 | 4,107 | ||||
Ending balance, shares at Mar. 31, 2018 | 309,631,000 | |||||
Ending balance at Mar. 31, 2018 | 4,406,587 | $ 3,096 | $ 1,146,391 | $ 3,271,718 | $ (14,618) | |
Ending Balance at March 31, 2018 at Mar. 31, 2018 | 4,418,981 | |||||
Noncontrolling interest | $ 12,394 | $ 12,394 |
Interim Financial Statements (N
Interim Financial Statements (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited condensed consolidated financial statements 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 Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on February 28, 2018 ("2017 Form 10-K"). |
Business Combinations (Notes)
Business Combinations (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations During the three months ended March 31, 2018 , we completed one acquisition of a wholesale business in North America. This acquisition was not material to our results of operations or financial position as of and for the three months ended March 31, 2018. During the year ended December 31, 2017, we completed 26 acquisitions including 6 wholesale businesses in North America, 16 wholesale businesses in Europe and 4 Specialty businesses. Our acquisitions in Europe included the acquisition of four aftermarket parts distribution businesses in Belgium in July 2017. Our acquisitions in Specialty included the acquisition of the aftermarket business of Warn Industries, Inc. ("Warn"), a leading designer, manufacturer and marketer of high performance vehicle equipment and accessories, in November 2017. Total acquisition date fair value of the consideration for our 2017 acquisitions was $542 million , composed of $510 million of cash paid (net of cash acquired), $6 million for the estimated value of contingent payments to former owners (with maximum potential payments totaling $19 million ), $5 million of other purchase price obligations (non-interest bearing) and $20 million of notes payable. We typically fund our acquisitions using borrowings under our credit facilities or other financing arrangements. During the year ended December 31, 2017, we recorded $307 million of goodwill related to these acquisitions, of which we expect $21 million to be deductible for income tax purposes. On December 10, 2017, we entered into an agreement to acquire Stahlgruber GmbH ("Stahlgruber"), a leading European wholesale distributor of aftermarket spare parts for passenger cars, tools, capital equipment and accessories with operations in Germany, Austria, Czech Republic, Italy, Slovenia, and Croatia with further sales to Switzerland. This acquisition will expand LKQ's geographic presence in continental Europe and serve as an additional strategic hub for our European operations. In addition, we believe this acquisition will allow for continued improvement in procurement, logistics and infrastructure optimization. The enterprise value for the pending Stahlgruber acquisition is €1.5 billion , which will be financed with the proceeds from €1.0 billion of senior notes, the direct issuance to Stahlgruber's owner of 8,055,569 newly issued shares of LKQ common stock, and borrowings under our existing revolving credit facility. On May 3, 2018, the European Commission cleared the proposed acquisition for the entire European Union, except with respect to the wholesale automotive parts business in the Czech Republic. The acquisition of the Czech Republic wholesale business has been referred to the Czech competition authority for review. We anticipate that the closing of the transaction with respect to Stahlgruber's operations outside of the Czech Republic will occur during the second quarter of 2018. The Czech Republic wholesale business represents an immaterial portion of Stahlgruber's revenue and profitability. Our acquisitions are accounted for under the purchase method of accounting and are included in our consolidated financial statements from the dates of acquisition. The purchase prices were allocated to the net assets acquired based upon estimated fair values at the dates of acquisition. The purchase price allocations for the acquisitions made during the three months ended March 31, 2018 and the last nine months of the year ended December 31, 2017 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. During the first quarter of 2018, the measurement period adjustments recorded for acquisitions completed in prior periods were not material. The purchase price allocations for the acquisitions completed during the year ended December 31, 2017 are as follows (in thousands): Year Ended December, 31, 2017 All (1) Receivables $ 73,782 Receivable reserves (7,032 ) Inventories (2) 150,342 Prepaid expenses and other current assets (295 ) Property , plant and equipment 41,039 Goodwill 314,817 Other intangibles 181,216 Other assets 3,257 Deferred income taxes (65,087 ) Current liabilities assumed (111,484 ) Debt assumed (33,586 ) Other noncurrent liabilities assumed (1,917 ) Contingent consideration liabilities (6,234 ) Other purchase price obligations (5,074 ) Notes issued (20,187 ) Settlement of pre-existing balances 242 Gains on bargain purchases (3) (3,870 ) Settlement of other purchase price obligations (non-interest bearing) 3,159 Cash used in acquisitions, net of cash acquired $ 513,088 (1) The amounts recorded during the year ended December 31, 2017 include $6 million and $3 million of adjustments to reduce property, plant and equipment and other assets for Rhiag-Inter Auto Parts Italia S.p.A. (“Rhiag”) and Pittsburgh Glass Works LLC (“PGW”), respectively. (2) The amount for our 2017 acquisitions includes a $4 million step-up adjustment related to our Warn acquisition. (3) The amount recorded during the year ended December 31, 2017 includes a $2 million increase to the gain on bargain purchase recorded for our Andrew Page acquisition as a result of changes to our estimate of the fair value of the net assets acquired. The remainder of the gain on bargain purchase recorded during the year ended December 31, 2017 is an immaterial amount related to another acquisition in Europe completed in the second quarter of 2017. 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 , plant 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 use unobservable inputs in which little or no market data exists, and therefore, these inputs are considered to be Level 3 inputs. See Note 12, "Fair Value Measurements " for further information regarding the tiers in the fair value hierarchy. The primary objectives of our acquisitions made during 2017 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. Certain 2017 acquisitions were completed to enable us to align our distribution model in the Benelux region. 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, 2018 as though the businesses had been acquired as of January 1, 2017 , and the businesses acquired during the year ended December 31, 2017 as though they had been acquired as of January 1, 2016 . 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, 2018 2017 Revenue, as reported $ 2,720,764 $ 2,342,843 Revenue of purchased businesses for the period prior to acquisition: All acquisitions 26 139,216 Pro forma revenue $ 2,720,790 $ 2,482,059 Income from continuing operations, as reported $ 152,763 $ 140,809 Income from continuing operations of purchased businesses for the period prior to acquisition, and pro forma purchase accounting adjustments: All acquisitions 0 7,470 Acquisition related expenses, net of tax (1) 623 1,243 Pro forma income from continuing operations $ 153,386 $ 149,522 Earnings per share from continuing operations, basic - as reported $ 0.49 $ 0.46 Effect of purchased businesses for the period prior to acquisition: All acquisitions 0.00 0.02 Acquisition related expenses, net of tax (1) 0.00 0.00 Pro forma earnings per share from continuing operations, basic (2) $ 0.50 $ 0.49 Earnings per share from continuing operations, diluted - as reported $ 0.49 $ 0.45 Effect of purchased businesses for the period prior to acquisition: All acquisitions 0.00 0.02 Acquisition related expenses, net of tax (1) 0.00 0.00 Pro forma earnings per share from continuing operations, diluted (2) $ 0.49 $ 0.48 (1) Includes expenses related to acquisitions closed in the period and excludes expenses for acquisitions not yet completed. (2) 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 , plant and equipment, adjustments to rent expense for above or below market leases, adjustments to amortization on acquired intangible assets, adjustments to interest expense, and the related tax effects. The pro forma impact of our acquisitions also reflects the elimination of acquisition related expenses, net of tax. Refer to Note 6, "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. |
Discontinued Operations (Notes)
Discontinued Operations (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Discontinued Operations [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 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 million , including cash received of $316 million , net of cash disposed of $15 million . Related to 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 15, "Segment and Geographic Information " for further information regarding our segments. In connection with the Stock and Asset Purchase 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 Net loss from discontinued operations on the Unaudited Condensed Consolidated Statements of Income (in thousands): Three Months Ended March 31, 2017 Revenue $ 111,130 Cost of goods sold 100,084 Selling, general and administrative expenses 8,369 Operating income 2,677 Interest and other income, net (1) 1,204 Income from discontinued operations before taxes 3,881 Provision for income taxes 3,598 Equity in loss of unconsolidated subsidiaries (534 ) Loss from discontinued operations, net of tax (251 ) Loss on sale of discontinued operations, net of tax (2) (4,280 ) Net loss from discontinued operations $ (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 from January 1, 2017 through the date of sale was $2 million . This expense was offset by foreign currency gains. (2) 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 $9 million , and a $4 million tax benefit. The incremental loss primarily reflects a $6 million payable for intercompany sales from the glass manufacturing business to the aftermarket automotive glass distribution business incurred prior to closing, which was paid by LKQ during the second quarter of 2017, and capital expenditures in 2017 that were not reimbursed by the buyer. The glass manufacturing business had $4 million of operating cash outflows, $4 million of investing cash outflows mainly consisting of capital expenditures, and $15 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 $8 million . All purchases from Vitro, including those outside of the Purchase and Supply Agreement, for the three months ended March 31, 2018 and for the period between the sale date of March 1, 2017 and March 31, 2017, were $10 million and $4 million , respectively. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Financial Statement Information Allowance for Doubtful Accounts We have a reserve for uncollectible accounts, which was approximately $63 million and $58 million at March 31, 2018 and December 31, 2017 , respectively. Inventories Inventories consist of the following (in thousands): March 31, December 31, 2018 2017 Aftermarket and refurbished products $ 1,915,537 $ 1,877,653 Salvage and remanufactured products 469,648 487,108 Manufactured products 16,124 16,022 Total inventories $ 2,401,309 $ 2,380,783 Aftermarket and refurbished products and salvage and remanufactured products are primarily composed of finished goods. As of March 31, 2018 , manufactured products inventory was composed of $9 million of raw materials, $2 million of work in process, and $5 million of finished goods. As of December 31, 2017, manufactured products inventory was composed of $10 million of raw materials, $2 million of work in process, and $4 million of finished goods. Property, Plant and Equipment We record depreciation expense associated with our refurbishing, remanufacturing, manufacturing and furnace operations as well as our distribution centers in Cost of goods sold on the Unaudited Condensed Consolidated Statements of Income. All other depreciation expense is reported in Depreciation and amortization. Total depreciation expense for the three months ended March 31, 2018 and 2017 was $37 million and $27 million , respectively. Intangible Assets Intangible assets consist primarily of goodwill (the cost of purchased businesses in excess of the fair value of the identifiable net assets acquired) and other specifically identifiable intangible assets, such as trade names, trademarks, customer and supplier relationships, software and other technology related assets, and covenants not to compete. The changes in the carrying amount of goodwill by reportable segment for the three months ended March 31, 2018 are as follows (in thousands): North America Europe Specialty Total Balance as of January 1, 2018 $ 1,709,354 $ 1,414,898 $ 412,259 $ 3,536,511 Business acquisitions and adjustments to previously recorded goodwill 584 259 (4,977 ) (4,134 ) Exchange rate effects (2,891 ) 42,510 202 39,821 Balance as of March 31, 2018 $ 1,707,047 $ 1,457,667 $ 407,484 $ 3,572,198 The components of other intangibles, net are as follows (in thousands): March 31, 2018 December 31, 2017 Intangible assets subject to amortization $ 658,704 $ 664,969 Indefinite-lived intangible assets Trademarks 81,300 78,800 Other indefinite-lived intangible assets 800 — Total $ 740,804 $ 743,769 The components of intangible assets subject to amortization are as follows (in thousands): March 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trade names and trademarks $ 333,802 $ (79,437 ) $ 254,365 $ 327,332 $ (75,095 ) $ 252,237 Customer and supplier relationships 520,386 (185,417 ) 334,969 510,113 (167,532 ) 342,581 Software and other technology related assets 129,851 (65,070 ) 64,781 124,049 (59,081 ) 64,968 Covenants not to compete 13,920 (9,331 ) 4,589 14,981 (9,798 ) 5,183 Total $ 997,959 $ (339,255 ) $ 658,704 $ 976,475 $ (311,506 ) $ 664,969 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 6-20 years Software and other technology related assets Straight-line 3-15 years Covenants not to compete Straight-line 2-5 years Amortization expense for intangibles was $24 million and $23 million during the three months ended March 31, 2018 and 2017 , respectively. Estimated amortization expense for each of the five years in the period ending December 31, 2022 is $75 million (for the remaining nine months of 2018), $85 million , $72 million , $60 million and $51 million , respectively. Investments in Unconsolidated Subsidiaries Our investment in unconsolidated subsidiaries was $208 million at both March 31, 2018 and December 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 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, 2018 , the book value of our investment in Mekonomen exceeded our share of the book value of Mekonomen's net assets by $125 million ; this difference is primarily related to goodwill and the fair value of other intangible assets. We are recording our equity in the net earnings of Mekonomen on a one quarter lag. For the three months ended March 31, 2018 and 2017 , we recorded equity in earnings totaling $2 million and $0.3 million , respectively, related to our investment in Mekonomen, which represents our share of the results for the three months ended December 31, 2017 and 2016, respectively, including adjustments to convert the results to GAAP and to recognize the impact of our purchase accounting adjustments. In May 2017, we received a cash dividend of $7 million (SEK 67 million ) related to our investment in Mekonomen. The Level 1 fair value of our equity investment in the publicly traded Mekonomen common stock at March 31, 2018 was $163 million compared to a carrying value of $202 million . We evaluated our investment in Mekonomen for other-than-temporary impairment and concluded the decline in fair value was not other-than-temporary. 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. These assurance-type warranties are not considered a separate performance obligation and thus, no transaction price is allocated to it. We record the warranty costs in Cost of goods sold on our Unaudited Condensed Consolidated Statements of Income. Our warranty reserve is calculated using historical claim information to project future warranty claims activity and 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 December 31, 2017 $ 23,151 Warranty expense 10,000 Warranty claims (9,294 ) Balance as of March 31, 2018 $ 23,857 Recent Accounting Pronouncements Adoption of New Revenue Standard 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, which collectively with ASU 2014-09, represent the FASB Accounting Standards Codification Topic 606 (“ASC 606”). On January 1, 2018, we adopted ASC 606 for all contracts using the modified retrospective method, which means the historical periods are presented under the previous revenue standards with the cumulative net income effect being adjusted through retained earnings. Most of the changes resulting from our adoption of ASC 606 were changes in presentation within the Unaudited Condensed Consolidated Balance Sheets and the Unaudited Condensed Consolidated Statements of Income. Therefore, while we made adjustments to certain opening balances on our January 1, 2018 balance sheet, we made no adjustments to opening retained earnings. We expect the impact of the adoption of ASC 606 to be immaterial to our net income on an ongoing basis. See Note 5, "Revenue Recognition" for the required disclosures under ASC 606. With the adoption of ASC 606, we reclassified certain amounts related to variable consideration. Under ASC 606, we are required to present a refund liability and a returns asset within the Unaudited Condensed Consolidated Balance Sheet, whereas in periods prior to adoption, we presented the estimated margin impact of expected returns as a contra-asset within accounts receivable. Additionally, under ASC 606 , the changes in the refund liability are reported in revenue, and the changes in the returns assets are reported in Cost of goods sold in the Unaudited Condensed Consolidated Statements of Income. Prior to adoption, the change in the reserve for returns was generally reported as a net amount within revenue. As a result, the income statement presentation was adjusted concurrently with the balance sheet change beginning in 2018. The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of ASC 606 was as follows (in thousands): Balance as of December 31, 2017 Adjustments Due to ASC 606 Balance as of January 1, 2018 Balance Sheet Assets Accounts receivable $ 1,027,106 $ 38,511 $ 1,065,617 Prepaid expenses and other current assets 134,479 44,508 178,987 Liabilities Refund liability — 83,019 83,019 The impact of the adoption of ASC 606 on our Unaudited Condensed Consolidated Balance Sheet and Unaudited Condensed Consolidated Statement of Income as of and for the three months ended March 31, 2018 was as follows (in thousands): Balance as of March 31, 2018 As Reported Amounts Without Adoption of ASC 606 Effect of Change Higher/(Lower) Balance Sheet Assets Accounts receivable $ 1,211,788 $ 1,165,618 $ 46,170 Prepaid expenses and other current assets 180,367 127,358 53,009 Liabilities Refund liability 99,179 — 99,179 For the three months ended March 31, 2018 As Reported Amounts Without Adoption of ASC 606 Effect of Change Higher/(Lower) Income Statement Revenue $ 2,720,764 $ 2,728,712 $ (7,948 ) Cost of goods sold 1,666,793 1,674,173 (7,380 ) Selling, general and administrative expenses 766,891 767,459 (568 ) We have not included a table of the impact of the balance sheet adjustments on the Unaudited Condensed Consolidated Statement of Cash Flows as the adjustment will net to zero within the operating activities section of this statement. Under ASC 606, we have elected not to adjust consideration for the effect of a significant financing component at contract inception if the period between the transfer of goods to the customer and payment received from the customer is one year or less. Generally, our payment terms are short term in nature, but in some instances we may offer extended terms to customers exceeding one year such that interest would be accrued with respect to those contracts. The interest that would be accrued related to these contracts is immaterial at March 31, 2018. Under ASC 340, "Other Assets and Deferred Costs," we have elected to recognize incremental costs of obtaining a contract (commissions earned by our sales representatives on product sales) as an expense when incurred, as we believe the amortization period of the asset would be one year or less due to the short-term nature of our contracts. Other Recently Adopted Accounting Pronouncements During the first quarter of 2018, we adopted ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”), which changes how entities will recognize, measure, present and make disclosures about certain financial assets and financial liabilities. The adoption of ASU 2016-01 did not have a significant impact on our financial position, results of operations, cash flows or disclosures. During the first quarter of 2018, we adopted ASU No. 2016-15, "Classification of Certain Cash Receipts and Cash Payments" ("ASU 2016-15"), which 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. No adjustments were required in our Unaudited Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2018. Within our Unaudited Condensed Consolidating Statements of Cash Flows in Note 16, "Condensed Consolidating Financial Information ," we now present a new line item, Payments of deferred purchase price on receivables securitization, as a result of adopting ASU 2016-15; prior year cash flow information within this footnote has been recast to reflect the impact of adopting this accounting standard. Other than the addition of this new line item, there was no impact to our Unaudited Condensed Consolidating Statements of Cash Flows. During the first quarter of 2018, we adopted ASU No. 2017-01 "Clarifying the Definition of a Business" (“ASU 2017-01”), which requires an evaluation of whether substantially all of the fair value of assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If so, the transaction does not qualify as a business. The guidance also requires an acquired business to include at least one substantive process and narrows the definition of outputs. The adoption of ASU 2017-01 did not have a material impact on our unaudited condensed consolidated financial statements. During the first quarter of 2018, we adopted ASU No. 2018-02, "Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" ("ASU 2018-02"), which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the reduction of the U.S. federal statutory income tax rate to 21% from 35% due to the enactment of the Tax Cuts and Jobs Act of 2017 (the "Tax Act"). In addition, under ASU 2018-02, an entity is required to provide certain disclosures regarding stranded tax effects. ASU 2018-02 is effective for fiscal years and interim periods beginning after December 15, 2018; early adoption is permitted. As a result of the adoption of ASU 2018-02, we recorded a $5 million reclassification to increase Accumulated Other Comprehensive (Loss) Income and decrease Retained Earnings. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 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 2018. In August 2017, the FASB issued ASU No. 2017-12, "Targeted Improvements to Accounting for Hedging Activities" ("ASU 2017-12"), which amends the hedge accounting recognition and presentation requirements in ASC 815 ("Derivatives and Hedging"). ASU 2017-12 significantly alters the hedge accounting model by making it easier for an entity to achieve and maintain hedge accounting and provides for accounting that better reflects an entity's risk management activities. ASU 2017-12 is effective for fiscal years and interim periods beginning after December 15, 2018; early adoption is permitted. Entities will adopt the provisions of ASU 2017-12 by applying a modified retrospective approach to existing hedging relationships as of the adoption date. At this time, we are still evaluating the impact of this standard on our financial statements. |
Revenue Recognition Revenue Rec
Revenue Recognition Revenue Reconition (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue Recognition [Abstract] | |
Revenue Recognition DIsclosure | Revenue Recognition The core principle of ASC 606 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASC 606 defines a five-step process to achieve this core principle, which includes: 1. Identifying contracts with customers, 2. Identifying performance obligations within those contracts, 3. Determining the transaction price, 4. Allocating the transaction price to the performance obligation in the contract, which may include an estimate of variable consideration, and 5. Recognizing revenue when or as each performance obligation is satisfied. The majority of our revenue is derived from the sale of vehicle parts. Under both the previous revenue standards and ASC 606, we recognize revenue when the products are shipped to, delivered to or picked up by customers and title has transferred. Sources of Revenue We report our revenue in two categories: (i) parts and services and (ii) other. The following table sets forth our revenue by category, with our parts and services revenue further disaggregated by reportable segment (in thousands): Three Months Ended March 31, 2018 2017 North America $ 1,172,585 $ 1,079,875 Europe 1,037,046 819,167 Specialty 350,674 313,899 Parts and services 2,560,305 2,212,941 Other 160,459 129,902 Total revenue $ 2,720,764 $ 2,342,843 Parts and Services Our parts revenue is generated from the sale of vehicle products including replacement parts, components and systems used in the repair and maintenance of vehicles and specialty products and accessories to improve the performance, functionality and appearance of vehicles. Services revenue includes additional services that are generally recorded concurrently with the related product sales, such as the sale of service-type warranties and fees for admission to our self service yards. In North America, our vehicle replacement products include sheet metal collision parts such as doors, hoods, fenders; bumper covers; head and tail lamps; automotive glass products such as windshields; mirrors and grills; wheels; and large mechanical items such as engines and transmissions. In Europe, our products include a wide variety of small mechanical products such as brake pads, discs and sensors; clutches; electrical products such as spark plugs and batteries; steering and suspension products; filters; and oil and automotive fluids. In Specialty, we serve six product segments: truck and off-road; speed and performance; RV; towing; wheels, tires and performance handling; and miscellaneous accessories. Our service-type warranties typically have service periods ranging from 6 to 36 months. Under ASC 606, proceeds from these service-type warranties are deferred at contract inception and amortized on a straight-line basis to revenue over the contract period. The changes in deferred service-type warranty revenue are as follows (in thousands): Balance January 1, 2018 $ 19,465 Additional warranty revenue deferred 10,097 Warranty revenue recognized (8,055 ) Balance March 31, 2018 $ 21,507 Other Revenue Revenue from other sources includes scrap sales, bulk sales to mechanical manufacturers (including cores) and sales of aluminum ingots and sows from our furnace operations. We derive scrap metal from several sources, including vehicles that have been used in both our wholesale and self service recycling operations and from OEMs and other entities that contract with us for secure disposal of "crush only" vehicles. The sale of hulks in our wholesale and self service recycling operations represents one performance obligation, and revenue is recognized based on a price per weight when the customer (processor) collects the scrap. Some adjustments may occur when the customer weighs the scrap at their location, and revenue is adjusted accordingly. We constrain our estimate of consideration to be received to the extent that we believe there will be a significant reversal in revenue. Revenue by Geographic Area See Note 15, "Segment and Geographic Information" for information related to our revenue by geographic region. Variable Consideration The amount of revenue ultimately received from the customer can vary due to variable consideration which includes returns, discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, or other similar items. The previous revenue guidance required us to estimate the transaction price using a best estimate approach. Under ASC 606 we are required to select the “expected value method” or the “most likely amount” method in order to estimate variable consideration. We utilize both methods in practice depending on the type of variable consideration. In addition, our estimates of variable consideration are constrained to the extent that a significant reversal in revenue is expected. We recorded a refund liability and return asset for expected returns of $99 million and $53 million , respectively as of March 31, 2018 and a net reserve of $38 million as of December 31, 2017. The refund liability is presented separately on the balance sheet within liabilities while the return asset is presented within prepaid expenses and other current assets. Additionally, we recorded a reserve for our variable consideration of $44 million and $78 million as of March 31, 2018 and December 31, 2017, respectively. Variable consideration consists primarily of discounts, volume rebates, and other customer sales incentives which are recorded in Receivables, net on the Unaudited Condensed Consolidated Balance Sheets. While other customer incentive programs exist, we characterize them as material rights in the context of our sales transactions. We consider these programs to be immaterial to our consolidated financial statements. |
Restructuring and Acquisition R
Restructuring and Acquisition Related Expenses | 3 Months Ended |
Mar. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Acquisition Related Expenses | Restructuring and Acquisition Related Expenses Acquisition Related Expenses Acquisition related expenses, which include external costs such as legal, accounting and advisory fees, totaled $2 million and $3 million for the three months ended March 31, 2018 and 2017 , respectively. Acquisition related expenses for the three months ended March 31, 2018 consisted of external costs for (i) completed acquisitions, (ii) pending acquisitions as of March 31, 2018, including $1 million related to Stahlgruber, and (iii) potential acquisitions that were terminated. Acquisition related expenses for the three months ended March 31, 2017 consisted of $1 million of costs related to our acquisition of Andrew Page, with the remaining $2 million related to other completed acquisitions and acquisitions that were pending as of March 31, 2017. Acquisition Integration Plans and Restructuring During the three months ended March 31, 2018 , we incurred $2 million of restructuring expenses. Expenses incurred during the three months ended March 31, 2018 were primarily related to the integration of our acquisition of Andrew Page. This integration included the closure of duplicate facilities and termination of employees. During the three months ended March 31, 2017, we incurred less than $1 million of restructuring expenses, primarily related to the ongoing integration activities in our Specialty segment. Expenses incurred were primarily related to facility closure and the merger of existing facilities into larger distribution centers. We expect to incur additional expenses related to the integration of certain of our acquisitions into our existing operations in 2018. 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 $15 million . |
Equity Incentive Plans
Equity Incentive Plans | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Incentive Plans | Stock-Based Compensation In order to attract and retain employees, non-employee directors, consultants, and other persons associated with us, we may grant qualified and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance shares and performance units under the LKQ Corporation 1998 Equity Incentive Plan (the “Equity Incentive Plan”). 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 most of 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; we have an immaterial amount of RSUs containing other performance-based vesting conditions. 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, 2018 was $15 million . The following table summarizes activity related to our RSUs under the Equity Incentive Plan for the three months ended March 31, 2018 : 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, 2018 1,624,390 $ 29.94 Granted 562,380 $ 43.35 Vested (359,863 ) $ 29.00 Forfeited / Canceled (18,015 ) $ 31.29 Unvested as of March 31, 2018 1,808,892 $ 34.28 Expected to vest after March 31, 2018 1,630,647 $ 34.26 3.0 $ 61,883 (1) The aggregate intrinsic value of 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, 2018 . No options vested during the three months ended March 31, 2018 ; all of our outstanding options are fully vested. The following table summarizes activity related to our stock options under the Equity Incentive Plan for the three months ended March 31, 2018 : Number Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) (1) Balance as of January 1, 2018 1,738,073 $ 9.20 Exercised (226,260 ) $ 9.97 $ 7,123 Canceled (509 ) $ 32.31 Balance as of March 31, 2018 1,511,304 $ 9.08 1.4 $ 43,631 Exercisable as of March 31, 2018 1,511,304 $ 9.08 1.4 $ 43,631 (1) The aggregate intrinsic value of outstanding and exercisable 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. Stock-Based Compensation Expense Total pre-tax stock-based compensation expense for RSUs totaled $6 million and $7 million for the three months ended March 31, 2018 and 2017 , respectively. As of March 31, 2018 , unrecognized compensation expense related to unvested RSUs is $51 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, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following chart sets forth the computation of earnings per share (in thousands, except per share amounts): Three Months Ended March 31, 2018 2017 Income from continuing operations $ 152,763 $ 140,809 Denominator for basic earnings per share—Weighted-average shares outstanding 309,517 308,028 Effect of dilutive securities: RSUs 619 564 Stock options 1,211 1,708 Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding 311,347 310,300 Basic earnings per share from continuing operations $ 0.49 $ 0.46 Diluted earnings per share from continuing operations $ 0.49 $ 0.45 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, 2018 and 2017 (in thousands): Three Months Ended March 31, 2018 2017 Antidilutive securities: RSUs — 147 Stock options — 78 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Three Months Ended March 31, 2017 Foreign Unrealized Gain Unrealized (Loss) Gain Other Comprehensive Loss 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, net 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 ) The components of Accumulated Other Comprehensive Income (Loss) are as follows (in thousands): Three Months Ended March 31, 2018 Foreign Unrealized (Loss) Gain Unrealized (Loss) Gain on Pension Plans Other Comprehensive Loss from Unconsolidated Subsidiaries Accumulated Beginning balance $ (71,933 ) $ 11,538 $ (8,772 ) $ (1,309 ) $ (70,476 ) Pretax income (loss) 48,435 (4,501 ) (629 ) — 43,305 Income tax effect 50 1,053 8 — 1,111 Reclassification of unrealized loss — 8,747 — — 8,747 Reclassification of deferred income taxes — (2,045 ) — — (2,045 ) Other comprehensive loss from unconsolidated subsidiaries — — — (605 ) (605 ) Adoption of ASU 2018-02 2,859 2,486 — — 5,345 Ending balance $ (20,589 ) $ 17,278 $ (9,393 ) $ (1,914 ) $ (14,618 ) Accumulated Other Comprehensive Income (Loss) The components of Accumulated Other Comprehensive Income (Loss) are as follows (in thousands): Three Months Ended March 31, 2018 Foreign Unrealized (Loss) Gain Unrealized (Loss) Gain on Pension Plans Other Comprehensive Loss from Unconsolidated Subsidiaries Accumulated Beginning balance $ (71,933 ) $ 11,538 $ (8,772 ) $ (1,309 ) $ (70,476 ) Pretax income (loss) 48,435 (4,501 ) (629 ) — 43,305 Income tax effect 50 1,053 8 — 1,111 Reclassification of unrealized loss — 8,747 — — 8,747 Reclassification of deferred income taxes — (2,045 ) — — (2,045 ) Other comprehensive loss from unconsolidated subsidiaries — — — (605 ) (605 ) Adoption of ASU 2018-02 2,859 2,486 — — 5,345 Ending balance $ (20,589 ) $ 17,278 $ (9,393 ) $ (1,914 ) $ (14,618 ) Three Months Ended March 31, 2017 Foreign Unrealized Gain Unrealized (Loss) Gain Other Comprehensive Loss 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, net 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 ) Net unrealized gains on our interest rate swaps totaling $2 million and net unrealized losses of $1 million were reclassified to Interest expense, net in our Unaudited Condensed Consolidated Statements of Income during the three months ended March 31, 2018 and 2017, respectively. We also reclassified gains of $1 million and $2 million to Interest expense, net related to our cross currency swaps during the three months ended March 31, 2018 and 2017, respectively. Also related to our cross currency swaps, we reclassified losses of $12 million and $5 million to Other income, net in our Unaudited Condensed Consolidated Statements of Income during the three months ended March 31, 2018 and 2017, respectively; these gains and losses offset the impact of the remeasurement of the underlying contracts. The deferred income taxes related to our cash flow hedges were reclassified from Accumulated other comprehensive income (loss) to provision for income taxes. As a result of the adoption of ASU 2018-02 in the first quarter of 2018, we recorded a $5 million reclassification to increase Accumulated Other Comprehensive (Loss) Income and decrease Retained Earnings. See Note 4, "Financial Statement Information " for further information regarding the adoption of ASU 2018-02. |
Long-Term Obligations
Long-Term Obligations | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Obligations | Long-Term Obligations Long-term obligations consist of the following (in thousands): March 31, December 31, 2018 2017 Senior secured credit agreement: Term loans payable $ 700,395 $ 704,800 Revolving credit facilities 1,172,140 1,283,551 U.S. Notes (2023) 600,000 600,000 Euro Notes (2024) 616,200 600,150 Receivables securitization facility 100,000 100,000 Notes payable through October 2025 at weighted average interest rates of 1.4% and 1.4%, respectively 29,413 29,146 Other long-term debt at weighted average interest rates of 1.9% and 1.7%, respectively 120,940 110,633 Total debt 3,339,088 3,428,280 Less: long-term debt issuance costs (23,157 ) (21,476 ) Less: current debt issuance costs (2,866 ) (2,824 ) Total debt, net of debt issuance costs 3,313,065 3,403,980 Less: current maturities, net of debt issuance costs (142,277 ) (126,360 ) Long term debt, net of debt issuance costs $ 3,170,788 $ 3,277,620 Senior Secured Credit Agreement On December 1, 2017, LKQ Corporation, LKQ Delaware LLP, and certain other subsidiaries (collectively, the "Borrowers") entered into Amendment No. 2 to the Fourth Amended and Restated Credit Agreement ("Credit Agreement"), which amended the Fourth Amended and Restated Credit Agreement dated January 29, 2016 by modifying certain terms to (1) extend the maturity date by approximately two years to January 29, 2023; (2) increase the total availability under the revolving credit facility's multicurrency component from $2.45 billion to $2.75 billion ; (3) increase the permitted net leverage ratio thresholds, including a temporary step-up in the allowable net leverage ratio in the case of permitted acquisitions; (4) modify the applicable margins and fees in the pricing grid; (5) increase the ability of LKQ and its subsidiaries to incur additional indebtedness; and (6) make other immaterial or clarifying modifications and amendments. The increase in the revolving credit facility's multicurrency component of $300 million will be used for general corporate purposes. Amounts under the revolving credit facility are due and payable upon maturity of the Credit Agreement on January 29, 2023. Term loan borrowings, which totaled $700 million as of March 31, 2018, are due and payable in quarterly installments equal to $4 million on the last day of each fiscal quarter ending on or after March 31, 2018 and prior to March 31, 2019 and $9 million on the last day of each fiscal quarter ending on or after March 31, 2019, with the remaining balance due and payable on January 29, 2023. 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 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 11, "Derivative Instruments and Hedging Activities ," the weighted average interest rates on borrowings outstanding under the Credit Agreement at both March 31, 2018 and December 31, 2017 were 2.2% . 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 0.025% and 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, and a fronting fee of 0.125% to the issuing bank, which are due quarterly in arrears. Of the total borrowings outstanding under the Credit Agreement, $22 million and $18 million were classified as current maturities at March 31, 2018 and December 31, 2017. As of March 31, 2018 , there were letters of credit outstanding in the aggregate amount of $65 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, 2018 was $1.5 billion . Related to the execution of Amendment No. 2 to the Fourth Amended and Restated Credit Agreement in December 2017, we incurred $5 million of fees, the majority of which were capitalized as an offset to Long-Term Obligations and are amortized over the term of the agreement. U.S. Notes (2023) In 2013, we issued $600 million aggregate principal amount of 4.75% senior notes due 2023 (the "U.S. Notes (2023)"). The U.S. Notes (2023) are governed by the Indenture dated as of May 9, 2013 (the "U.S. Notes (2023) Indenture") among LKQ Corporation, certain of our subsidiaries (the "Guarantors") and U.S. Bank National Association, as trustee. The U.S. Notes (2023) are registered under the Securities Act of 1933. The U.S. Notes (2023) 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 (2023) is payable in arrears on May 15 and November 15 of each year. The U.S. Notes (2023) are fully and unconditionally guaranteed, jointly and severally, by the Guarantors. The U.S. Notes (2023) and the related 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 (2023) are effectively subordinated to all of the liabilities of our subsidiaries that are not guaranteeing the U.S. Notes (2023) to the extent of the assets of those subsidiaries. Euro Notes (2024) On April 14, 2016, LKQ Italia Bondco S.p.A. (“LKQ Italia”), 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 (2024)”) 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 (2024) are governed by the Indenture dated as of April 14, 2016 (the “Euro Notes (2024) Indenture”) among LKQ Italia, LKQ Corporation and certain of our subsidiaries (the “Euro Notes (2024) Subsidiaries”), the trustee, and the paying agent, transfer agent, and registrar. The Euro Notes (2024) 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 (2024) is payable in arrears on April 1 and October 1 of each year. The Euro Notes (2024) are fully and unconditionally guaranteed by LKQ Corporation and the Euro Notes (2024) Subsidiaries (the "Euro Notes (2024) Guarantors"). The Euro Notes (2024) and the related guarantees are, respectively, LKQ Italia’s and each Euro Notes (2024) Guarantor’s senior unsecured obligations and are subordinated to all of LKQ Italia's and the Euro Notes (2024) Guarantors’ existing and future secured debt to the extent of the assets securing that secured debt. In addition, the Euro Notes (2024) are effectively subordinated to all of the liabilities of our subsidiaries that are not guaranteeing the Euro Notes (2024) to the extent of the assets of those subsidiaries. The Euro Notes (2024) have been listed on the ExtraMOT, Professional Segment of the Borsa Italia S.p.A. securities exchange and the Global Exchange Market of the Irish Stock Exchange. Euro Notes (2026/28) - Subsequent Event On April 9, 2018, LKQ European Holdings B.V. ("LKQ Euro Holdings"), a wholly-owned subsidiary of LKQ Corporation, completed an offering of €1.0 billion aggregate principal amount of senior notes. The offering consisted of €750 million senior notes due 2026 (the "2026 notes") and €250 million senior notes due 2028 (the "2028 notes" and, together with the 2026 notes, the "Euro Notes (2026/28)") in a private placement conducted pursuant to Regulation S and Rule 144A under the Securities Act of 1933. The proceeds from the offering, together with borrowings under our senior secured credit facility, will be used to (i) finance a portion of the consideration payable for the pending Stahlgruber acquisition, (ii) for general corporate purposes and (iii) to pay related fees and expenses, including the refinancing of net financial debt. The Euro Notes (2026/28) are governed by the Indenture dated as of April 9, 2018 (the “Euro Notes (2026/28) Indenture”) among LKQ Euro Holdings, the Company and certain of the Company’s subsidiaries (the “Euro Notes (2026/28) Subsidiaries”), the trustee, paying agent, transfer agent, and registrar. The 2026 notes and 2028 notes bear interest at a rate of 3.625% and 4.125% , respectively, 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 (2026/28) is payable in arrears on April 1 and October 1 of each year, beginning on October 1, 2018. The Euro Notes (2026/28) are fully and unconditionally guaranteed by LKQ Corporation and the Euro Notes (2026/28) Subsidiaries (the "Euro Notes (2026/28) Guarantors"). The Euro Notes (2026/28) and the related guarantees are, respectively, LKQ Euro Holdings' and each Euro Notes (2026/28) Guarantor’s senior unsecured obligations and will be subordinated to all of LKQ Euro Holdings' and the Euro Notes (2026/28) Guarantors’ existing and future secured debt to the extent of the assets securing that secured debt. In addition, the Euro Notes (2026/28) are effectively subordinated to all of the liabilities of our subsidiaries that are not guaranteeing the Euro Notes (2026/28) to the extent of the assets of those subsidiaries. We have agreed to use commercially reasonable efforts to cause the Euro Notes (2026/28) to be listed on the Global Exchange Market of Euronext Dublin as promptly as practicable after the issue date of the Euro Notes (2026/28) (and in any event prior to May 24, 2018, the 45th day following the issue date of the notes). In addition to other conventional redemption provisions, the Euro Notes (2026/28) are subject to a special mandatory redemption in the event that on or prior to October 6, 2018, (a) the Stahlgruber acquisition is not consummated or (b) the purchase and sale agreement governing the Stahlgruber acquisition is terminated. The special mandatory redemption price will be equal to 100% of the initial issue price of the notes, plus accrued and unpaid interest from the date of initial issuance (or, if after the October 1, 2018 interest payment date, from October 1, 2018) up to, but excluding, the special mandatory redemption date. Receivables Securitization Facility On November 29, 2016, we amended the terms of our receivables securitization facility with The Bank of Tokyo-Mitsubishi UFJ, LTD. ("BTMU") to: (i) extend the term of the facility to November 8, 2019; (ii) increase the maximum amount available to $100 million ; and (iii) make other clarifying and updating changes. Under the facility, LKQ sells an ownership interest in certain receivables, related collections and security interests to BTMU for the benefit of conduit investors and/or financial institutions for cash proceeds. Upon payment of the receivables by customers, rather than remitting to BTMU the amounts collected, LKQ retains such collections as proceeds for the sale of new receivables generated by certain of the ongoing operations of the Company. The sale of the ownership interest in the receivables is accounted for as a secured borrowing in our Consolidated Balance Sheets, under which the receivables included in the program collateralize the amounts invested by BTMU, the conduit investors and/or financial institutions (the "Purchasers"). The receivables are held by LKQ Receivables Finance Company, LLC ("LRFC"), a wholly owned bankruptcy-remote special purpose subsidiary of LKQ, and therefore, the receivables are available first to satisfy the creditors of LRFC, including the Purchasers. As of both March 31, 2018 and December 31, 2017 , $144 million 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. The commercial paper rate is 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, 2018 , the interest rate under the receivables facility was based on commercial paper rates and was 2.7% . The outstanding balances of $100 million as of both March 31, 2018 and December 31, 2017, 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, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities We are exposed to market risks, including the effect of changes in interest rates, foreign currency exchange rates and commodity prices. Under our current policies, we use derivatives to manage our exposure to variable interest rates on our senior secured debt and changing foreign exchange rates for certain foreign currency denominated transactions. We do not hold or issue derivatives for trading purposes. Cash Flow Hedges We hold interest rate swap agreements to hedge a portion of the variable interest rate risk on our variable rate borrowings under our Credit Agreement, with the objective of minimizing the impact of interest rate fluctuations and stabilizing cash flows. Under the terms of the interest rate swap agreements, we pay the fixed interest rate and receive payment at a variable rate of interest based on LIBOR for the respective currency of each interest rate swap agreement’s notional amount. The effective portion of changes in the fair value of the interest rate swap agreements is recorded in Accumulated Other Comprehensive Income (Loss) and is reclassified to interest expense when the underlying interest payment has an impact on earnings. The ineffective portion of changes in the fair value of the interest rate swap agreements is reported in interest expense. Our interest rate swap contracts have maturity dates ranging from January to June 2021. As of March 31, 2018 , we held interest rate swap contracts representing $590 million of U.S. dollar-denominated debt. 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, net 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 million ( €400 million ). The notional amount steps down by €15 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, net 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, 2018 and December 31, 2017 (in thousands): Notional Amount Fair Value at March 31, 2018 (USD) Fair Value at December 31, 2017 (USD) March 31, 2018 December 31, 2017 Other Assets Other Noncurrent Liabilities Other Assets Other Noncurrent Liabilities Interest rate swap agreements USD denominated $ 590,000 $ 590,000 $ 24,253 $ — $ 19,102 $ — Cross currency swap agreements USD/euro $ 402,580 $ 406,546 9,208 77,812 5,504 61,492 Total cash flow hedges $ 33,461 $ 77,812 $ 24,606 $ 61,492 While certain 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 result in a decrease to Other Assets and Other Noncurrent Liabilities on our Unaudited Condensed Consolidated Balance Sheets of $17 million and $12 million at March 31, 2018 and December 31, 2017 , respectively. The activity related to our cash flow hedges is included in Note 9, "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, 2018 and 2017 . 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, 2018 , we estimate that less than $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, 2018 and December 31, 2017, along with the effect on our results of operations during the three months ended March 31, 2018 and 2017 , were immaterial. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Financial Assets and Liabilities Measured at Fair Value We use the market and income approaches to estimate the fair value our financial assets and liabilities, and during the three months ended March 31, 2018 , 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 significant 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, 2018 and December 31, 2017 (in thousands): Balance as of March 31, 2018 Fair Value Measurements as of March 31, 2018 Level 1 Level 2 Level 3 Assets: Cash surrender value of life insurance $ 46,196 $ — $ 46,196 $ — Interest rate swaps 24,253 — 24,253 — Cross currency swap agreements 9,208 — 9,208 — Total Assets $ 79,657 $ — $ 79,657 $ — Liabilities: Contingent consideration liabilities $ 2,700 $ — $ — $ 2,700 Deferred compensation liabilities 50,676 — 50,676 — Cross currency swap agreements 77,812 — 77,812 — Total Liabilities $ 131,188 $ — $ 128,488 $ 2,700 Balance as of December 31, 2017 Fair Value Measurements as of December 31, 2017 Level 1 Level 2 Level 3 Assets: Cash surrender value of life insurance $ 45,984 $ — $ 45,984 $ — Interest rate swaps 19,102 — 19,102 — Cross currency swap agreements 5,504 — 5,504 — Total Assets $ 70,590 $ — $ 70,590 $ — Liabilities: Contingent consideration liabilities $ 2,636 $ — $ — $ 2,636 Deferred compensation liabilities 47,199 — 47,199 — Cross currency swap agreements 61,492 — 61,492 — Total Liabilities $ 111,327 $ — $ 108,691 $ 2,636 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 cross currency swap agreements is presented in Note 11, "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, 2018 and December 31, 2017 , the fair value of our credit agreement borrowings reasonably approximated the carrying values of $1.9 billion and $2.0 billion , respectively. In addition, based on market conditions, the fair values of the outstanding borrowings under the receivables facility reasonably approximated the carrying values of $100 million at both March 31, 2018 and December 31, 2017 . As of March 31, 2018 and December 31, 2017 , the fair values of the U.S. Notes (2023) were approximately $602 million and $615 million , respectively, compared to a carrying value of $ 600 million . As of March 31, 2018 and December 31, 2017 , the fair values of the Euro Notes (2024) were approximately $652 million and $658 million compared to carrying values of $616 million and $600 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, 2018 to assume these obligations. The fair value of our U.S. Notes (2023) 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 (2024) 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, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases We are obligated under noncancelable operating leases for corporate office space, warehouse and distribution facilities, trucks and certain equipment. The future minimum lease commitments under these leases at March 31, 2018 are as follows (in thousands): Nine months ending December 31, 2018 $ 186,038 Years ending December 31: 2019 207,724 2020 171,530 2021 132,755 2022 107,405 2023 91,007 Thereafter 532,760 Future Minimum Lease Payments $ 1,429,219 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, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes At the end of each interim period, we estimate our annual effective tax rate and apply that rate to our interim earnings. We also record the tax impact of certain unusual or infrequently occurring items, including changes in judgment about valuation allowances and the effects of changes in tax laws or rates, in the interim period in which they occur. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in state and foreign jurisdictions, permanent and temporary differences between book and taxable income, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the tax environment changes. Our effective income tax rate for the three months ended March 31, 2018 was 24.7% , compared to 33.9% for the comparable prior year period. The decrease was primarily attributable to the reduction of the U.S. federal statutory income tax rate from 35% to 21% as a result of the enactment of the Tax Act in December 2017. The effective tax rate also reflects the impact of favorable discrete items of approximately $3 million for each of the three months ended March 31, 2018 and 2017 for excess tax benefits from stock-based payments. The quarter over quarter change in these amounts increased the effective tax rate by 0.2% compared to the prior year. The Tax Act introduced broad and complex changes to the U.S. tax code, including the aforementioned reduction in the U.S. corporate tax rate, a one-time transition tax on the historical unremitted earnings of foreign subsidiaries, and a new minimum tax on foreign earnings (Global Intangible Low-Taxed Income, “GILTI”). On December 22, 2017, the SEC staff issued Staff Accounting Bulletin 118 ("SAB 118"), which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the related accounting for provisional amounts under ASC 740, "Accounting for Income Taxes." As a result of the Tax Act, in 2017, we recognized a provisional tax liability of $51 million related to the one-time transition tax on historical foreign earnings, payable over a period of eight years. We also recorded a provisional decrease to net U.S. deferred tax liabilities of $73 million . For a description of the impact of the Tax Act for the year ended December 31, 2017, refer to Note 13, "Income Taxes" of our financial statements as of and for the year ended December 31, 2017 included in the 2017 Form 10-K. During the three-month period ended March 31, 2018, there were no changes made to the provisional amounts recognized in 2017. We continue to gather the information necessary to finalize those provisional amounts. Our estimates could be affected as we gain a more thorough understanding of the Tax Act from additional guidance issued by the U.S. tax authorities. Changes to the provisional estimates of the tax effect of the Tax Act will be recorded as a discrete item in the interim period the amounts are considered complete. The Company has included the estimated 2018 impact of the GILTI Tax as a period cost and included it as part of the estimated annual effective tax rate. The 2018 estimated annual effective tax rate also includes the impact of all other U.S. tax reform provisions that were effective on January 1, 2018. These estimates are subject to change as additional guidance on the tax reform provisions is issued. |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 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 Europe Specialty Eliminations Consolidated Three Months Ended March 31, 2018 Revenue: Third Party $ 1,329,660 $ 1,040,430 $ 350,674 $ — $ 2,720,764 Intersegment 183 — 1,118 (1,301 ) — Total segment revenue $ 1,329,843 $ 1,040,430 $ 351,792 $ (1,301 ) $ 2,720,764 Segment EBITDA $ 177,713 $ 75,534 $ 41,969 $ — $ 295,216 Depreciation and amortization (1) 21,228 32,757 7,081 — 61,066 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 (1) 20,378 24,751 5,475 — 50,604 (1) Amounts presented include depreciation and amortization expense recorded within cost of goods sold. The key measure of segment profit or loss reviewed by our chief operating decision maker, who is our Chief Executive Officer, is Segment EBITDA. Segment EBITDA includes revenue and expenses that are controllable by the segment. Corporate general and administrative expenses are allocated to the segments based on usage, with shared expenses apportioned based on the segment's percentage of consolidated revenue. We calculate Segment EBITDA as EBITDA excluding restructuring and acquisition related expenses, change in fair value of contingent consideration liabilities, other acquisition related gains and losses and equity in earnings of unconsolidated subsidiaries. EBITDA, which is the basis for Segment EBITDA, is calculated as net income excluding noncontrolling interest, discontinued operations, depreciation, amortization, interest and income tax expense. The table below provides a reconciliation of Net Income to Segment EBITDA (in thousands): Three Months Ended March 31, 2018 2017 Net income $ 152,763 $ 136,278 Less: net loss attributable to noncontrolling interest (197 ) — Net income attributable to LKQ stockholders 152,960 136,278 Subtract: Net loss from discontinued operations — (4,531 ) Net income from continuing operations attributable to LKQ stockholders 152,960 140,809 Add: Depreciation and amortization 56,458 48,656 Depreciation and amortization - cost of goods sold 4,608 1,948 Interest expense, net 28,515 23,988 Provision for income taxes 49,584 72,155 EBITDA 292,125 287,556 Subtract: Equity in earnings of unconsolidated subsidiaries 1,412 214 Add: Restructuring and acquisition related expenses (1) 4,054 2,928 Inventory step-up adjustment - acquisition related 403 — Change in fair value of contingent consideration liabilities 46 — Segment EBITDA $ 295,216 $ 290,270 (1) See Note 6, "Restructuring and Acquisition Related Expenses ," for further information. The following table presents capital expenditures by reportable segment (in thousands): Three Months Ended March 31, 2018 2017 Capital Expenditures North America $ 29,662 $ 16,760 Europe 28,815 20,458 Specialty 3,712 3,582 Discontinued operations — 3,598 Total capital expenditures $ 62,189 $ 44,398 The following table presents assets by reportable segment (in thousands): March 31, December 31, 2018 2017 Receivables, net North America $ 448,973 $ 379,666 Europe 622,592 555,372 Specialty 140,223 92,068 Total receivables, net (1) 1,211,788 1,027,106 Inventories North America 1,053,322 1,076,393 Europe 998,617 964,068 Specialty 349,370 340,322 Total inventories 2,401,309 2,380,783 Property, Plant and Equipment, net North America 542,453 537,286 Europe 304,048 293,539 Specialty 83,255 82,264 Total property, plant and equipment, net 929,756 913,089 Equity Method Investments North America 336 336 Europe 207,874 208,068 Total equity method investments 208,210 208,404 Other unallocated assets 4,885,115 4,837,490 Total assets $ 9,636,178 $ 9,366,872 (1) Refer to Note 4, "Financial Statement Information," for the increase in total receivables, net compared to December 31, 2017 as a result of the adoption of ASC 606. We report net receivables; inventories; net property , plant and equipment; and equity method investments 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, other intangibles 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, Italy, Czech Republic, Poland, Slovakia and other European countries. Our operations in other countries include 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, 2018 2017 Revenue United States $ 1,560,027 $ 1,417,040 United Kingdom 430,992 382,652 Other countries 729,745 543,151 Total revenue $ 2,720,764 $ 2,342,843 The following table sets forth our tangible long-lived assets by geographic area (in thousands): March 31, December 31, 2018 2017 Long-lived Assets United States $ 589,848 $ 583,236 United Kingdom 186,347 178,021 Other countries 153,561 151,832 Total long-lived assets $ 929,756 $ 913,089 |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 3 Months Ended |
Mar. 31, 2018 | |
Condensed Consolidating Financial Information [Abstract] | |
Condensed Consolidating Financial Information | Condensed Consolidating Financial Information LKQ Corporation (the "Parent") issued, and the Guarantors have fully and unconditionally guaranteed, jointly and severally, the U.S. Notes (2023) 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 (2023); (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 U.S. Notes (2023) 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 (2023); (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 (2023); and (iv) upon legal defeasance, covenant defeasance or satisfaction and discharge of the U.S. Notes (2023) Indenture, as defined in the U.S. Notes (2023) 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 (2023). 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, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,577,595 $ 1,180,242 $ (37,073 ) $ 2,720,764 Cost of goods sold — 945,915 757,951 (37,073 ) 1,666,793 Gross margin — 631,680 422,291 — 1,053,971 Selling, general and administrative expenses 9,130 426,797 330,964 — 766,891 Restructuring and acquisition related expenses — 330 3,724 — 4,054 Depreciation and amortization 29 24,338 32,091 — 56,458 Operating (loss) income (9,159 ) 180,215 55,512 — 226,568 Other expense (income): Interest expense, net 18,008 212 10,295 — 28,515 Intercompany interest (income) expense, net (15,400 ) 9,680 5,720 — — Other (income) expense, net (1,015 ) (5,882 ) 4,015 — (2,882 ) Total other expense, net 1,593 4,010 20,030 — 25,633 (Loss) income before (benefit) provision for income taxes (10,752 ) 176,205 35,482 — 200,935 (Benefit) provision for income taxes (3,904 ) 45,877 7,611 — 49,584 Equity in earnings of unconsolidated subsidiaries — — 1,412 — 1,412 Equity in earnings (loss) of subsidiaries 159,808 5,110 — (164,918 ) — Net income 152,960 135,438 29,283 (164,918 ) 152,763 Less: net loss attributable to noncontrolling interest — — (197 ) — (197 ) Net income attributable to LKQ stockholders $ 152,960 $ 135,438 $ 29,480 $ (164,918 ) $ 152,960 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 Selling, general and administrative expenses 9,183 385,528 248,106 — 642,817 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 Net (loss) income from discontinued operations (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 Comprehensive Income (In thousands) For the Three Months Ended March 31, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 152,960 $ 135,438 $ 29,283 $ (164,918 ) $ 152,763 Less: net loss attributable to noncontrolling interest — — (197 ) — (197 ) Net income attributable to LKQ stockholders 152,960 135,438 29,480 (164,918 ) 152,960 Other comprehensive income (loss): Foreign currency translation, net of tax 48,485 (2,183 ) 49,055 (46,872 ) 48,485 Net change in unrealized gains/losses on cash flow hedges, net of tax 3,254 — — — 3,254 Net change in unrealized gains/losses on pension plans, net of tax (621 ) (621 ) — 621 (621 ) Net change in other comprehensive loss from unconsolidated subsidiaries (605 ) — (605 ) 605 (605 ) Other comprehensive income (loss) 50,513 (2,804 ) 48,450 (45,646 ) 50,513 Comprehensive income 203,473 132,634 77,733 (210,564 ) 203,276 Less: comprehensive loss attributable to noncontrolling interest — — (197 ) — (197 ) Comprehensive income attributable to LKQ stockholders $ 203,473 $ 132,634 $ 77,930 $ (210,564 ) $ 203,473 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, net of tax 21,579 3,878 21,132 (25,010 ) 21,579 Net change in unrealized gains/losses on cash flow hedges, 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 ) 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 Balance Sheets (In thousands) March 31, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 17,340 $ 28,975 $ 199,364 $ — $ 245,679 Receivables, net 843 372,264 838,681 — 1,211,788 Intercompany receivables, net 6,747 — 21,170 (27,917 ) — Inventories — 1,319,468 1,081,841 — 2,401,309 Prepaid expenses and other current assets 1,864 94,231 84,272 — 180,367 Total current assets 26,794 1,814,938 2,225,328 (27,917 ) 4,039,143 Property, plant and equipment, net 904 569,829 359,023 — 929,756 Intangible assets: Goodwill — 2,005,814 1,566,384 — 3,572,198 Other intangibles, net — 289,057 451,747 — 740,804 Investment in subsidiaries 5,355,015 105,772 — (5,460,787 ) — Intercompany notes receivable 1,143,818 32,777 — (1,176,595 ) — Equity method investments — 336 207,874 — 208,210 Other assets 79,657 36,403 30,007 — 146,067 Total assets $ 6,606,188 $ 4,854,926 $ 4,840,363 $ (6,665,299 ) $ 9,636,178 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 8,407 $ 358,971 $ 445,283 $ — $ 812,661 Intercompany payables, net — 21,170 6,747 (27,917 ) — Accrued expenses: Accrued payroll-related liabilities 5,224 34,590 72,326 — 112,140 Other accrued expenses 12,360 101,274 153,730 — 267,364 Refund liability — 54,270 44,909 — 99,179 Other current liabilities 6,224 19,255 15,688 — 41,167 Current portion of long-term obligations 20,863 1,912 119,502 — 142,277 Total current liabilities 53,078 591,442 858,185 (27,917 ) 1,474,788 Long-term obligations, excluding current portion 1,956,376 7,341 1,207,071 — 3,170,788 Intercompany notes payable — 657,601 518,994 (1,176,595 ) — Deferred income taxes 13,345 115,736 113,145 — 242,226 Other noncurrent liabilities 176,802 102,559 50,034 — 329,395 Stockholders' equity: Total Company stockholders’ equity 4,406,587 3,380,247 2,080,540 (5,460,787 ) 4,406,587 Noncontrolling interest — — 12,394 — 12,394 Total stockholders’ equity 4,406,587 3,380,247 2,092,934 (5,460,787 ) 4,418,981 Total liabilities and stockholders' equity $ 6,606,188 $ 4,854,926 $ 4,840,363 $ (6,665,299 ) $ 9,636,178 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands) December 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 34,360 $ 35,131 $ 210,275 $ — $ 279,766 Receivables, net — 290,958 736,148 — 1,027,106 Intercompany receivables, net 2,669 3,010 230 (5,909 ) — Inventories — 1,334,766 1,046,017 — 2,380,783 Prepaid expenses and other current assets 34,136 44,849 55,494 — 134,479 Total current assets 71,165 1,708,714 2,048,164 (5,909 ) 3,822,134 Property, plant and equipment, net 910 563,262 348,917 — 913,089 Intangible assets: Goodwill — 2,010,209 1,526,302 — 3,536,511 Other intangibles, net — 291,036 452,733 — 743,769 Investment in subsidiaries 5,952,687 102,931 — (6,055,618 ) — Intercompany notes receivable 1,156,550 782,638 — (1,939,188 ) — Equity method investments — 336 208,068 — 208,404 Other assets 70,590 33,597 38,778 — 142,965 Total assets $ 7,251,902 $ 5,492,723 $ 4,622,962 $ (8,000,715 ) $ 9,366,872 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 5,742 $ 340,951 $ 441,920 $ — $ 788,613 Intercompany payables, net — 230 5,679 (5,909 ) — Accrued expenses: Accrued payroll-related liabilities 9,448 65,811 68,165 — 143,424 Other accrued expenses 5,219 95,900 117,481 — 218,600 Other current liabilities 282 27,066 18,379 — 45,727 Current portion of long-term obligations 16,468 1,912 107,980 — 126,360 Total current liabilities 37,159 531,870 759,604 (5,909 ) 1,322,724 Long-term obligations, excluding current portion 2,095,826 7,372 1,174,422 — 3,277,620 Intercompany notes payable 750,000 677,708 511,480 (1,939,188 ) — Deferred income taxes 12,402 116,021 123,936 — 252,359 Other noncurrent liabilities 158,346 101,189 47,981 — 307,516 Stockholders' equity: Total Company stockholders’ equity 4,198,169 4,058,563 1,997,055 (6,055,618 ) 4,198,169 Noncontrolling interest — — 8,484 — 8,484 Total stockholders’ equity 4,198,169 4,058,563 2,005,539 (6,055,618 ) 4,206,653 Total liabilities and stockholders' equity $ 7,251,902 $ 5,492,723 $ 4,622,962 $ (8,000,715 ) $ 9,366,872 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Three Months Ended March 31, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 95,942 $ 96,517 $ 243 $ (47,539 ) $ 145,163 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (163 ) (29,908 ) (32,118 ) — (62,189 ) Investment and intercompany note activity with subsidiaries 24,333 — — (24,333 ) — Acquisitions, net of cash acquired — (2,966 ) — — (2,966 ) Payments of deferred purchase price on receivables securitization — 7,456 — (7,456 ) — Other investing activities, net — (145 ) 679 — 534 Net cash provided by (used in) investing activities 24,170 (25,563 ) (31,439 ) (31,789 ) (64,621 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 2,255 — — — 2,255 Taxes paid related to net share settlements of stock-based compensation awards (3,292 ) — — — (3,292 ) Debt issuance costs (724 ) — — — (724 ) Borrowings under revolving credit facilities 161,000 — 40,669 — 201,669 Repayments under revolving credit facilities (291,966 ) — (29,559 ) — (321,525 ) Repayments under term loans (4,405 ) — — — (4,405 ) (Repayments) borrowings of other debt, net — (30 ) 4,439 — 4,409 Other financing activities, net — — 4,107 — 4,107 Investment and intercompany note activity with parent — (21,759 ) (2,574 ) 24,333 — Dividends — (54,995 ) — 54,995 — Net cash (used in) provided by financing activities (137,132 ) (76,784 ) 17,082 79,328 (117,506 ) Effect of exchange rate changes on cash and cash equivalents — (326 ) 3,203 — 2,877 Net decrease in cash and cash equivalents (17,020 ) (6,156 ) (10,911 ) — (34,087 ) Cash and cash equivalents, beginning of period 34,360 35,131 210,275 — 279,766 Cash and cash equivalents, end of period $ 17,340 $ 28,975 $ 199,364 $ — $ 245,679 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 $ 106,243 $ 35,789 $ (88,276 ) $ 172,293 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant 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 Payments of deferred purchase price on receivables securitization (1) — 6,362 — (6,362 ) — Other investing activities, net — 1,008 306 — 1,314 Net cash provided by (used in) investing activities 249,828 219,947 (32,428 ) (256,190 ) 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 (1) Reflects the impact of adopting ASU 2016-15 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Receivables and Allowance for Doubtful Accounts | Allowance for Doubtful Accounts We have a reserve for uncollectible accounts, which was approximately $63 million and $58 million at March 31, 2018 and December 31, 2017 , respectively. |
Inventory | Inventories Inventories consist of the following (in thousands): March 31, December 31, 2018 2017 Aftermarket and refurbished products $ 1,915,537 $ 1,877,653 Salvage and remanufactured products 469,648 487,108 Manufactured products 16,124 16,022 Total inventories $ 2,401,309 $ 2,380,783 Aftermarket and refurbished products and salvage and remanufactured products are primarily composed of finished goods. As of March 31, 2018 , manufactured products inventory was composed of $9 million of raw materials, $2 million of work in process, and $5 million of finished goods. As of December 31, 2017, manufactured products inventory was composed of $10 million of raw materials, $2 million of work in process, and $4 million of finished goods. |
Property and Equipment | Property, Plant and Equipment We record depreciation expense associated with our refurbishing, remanufacturing, manufacturing and furnace operations as well as our distribution centers in Cost of goods sold on the Unaudited Condensed Consolidated Statements of Income. All other depreciation expense is reported in Depreciation and amortization. Total depreciation expense for the three months ended March 31, 2018 and 2017 was $37 million and $27 million , respectively. |
Intangible Assets | Intangible Assets Intangible assets consist primarily of goodwill (the cost of purchased businesses in excess of the fair value of the identifiable net assets acquired) and other specifically identifiable intangible assets, such as trade names, trademarks, customer and supplier relationships, software and other technology related assets, and covenants not to compete. The changes in the carrying amount of goodwill by reportable segment for the three months ended March 31, 2018 are as follows (in thousands): North America Europe Specialty Total Balance as of January 1, 2018 $ 1,709,354 $ 1,414,898 $ 412,259 $ 3,536,511 Business acquisitions and adjustments to previously recorded goodwill 584 259 (4,977 ) (4,134 ) Exchange rate effects (2,891 ) 42,510 202 39,821 Balance as of March 31, 2018 $ 1,707,047 $ 1,457,667 $ 407,484 $ 3,572,198 The components of other intangibles, net are as follows (in thousands): March 31, 2018 December 31, 2017 Intangible assets subject to amortization $ 658,704 $ 664,969 Indefinite-lived intangible assets Trademarks 81,300 78,800 Other indefinite-lived intangible assets 800 — Total $ 740,804 $ 743,769 The components of intangible assets subject to amortization are as follows (in thousands): March 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trade names and trademarks $ 333,802 $ (79,437 ) $ 254,365 $ 327,332 $ (75,095 ) $ 252,237 Customer and supplier relationships 520,386 (185,417 ) 334,969 510,113 (167,532 ) 342,581 Software and other technology related assets 129,851 (65,070 ) 64,781 124,049 (59,081 ) 64,968 Covenants not to compete 13,920 (9,331 ) 4,589 14,981 (9,798 ) 5,183 Total $ 997,959 $ (339,255 ) $ 658,704 $ 976,475 $ (311,506 ) $ 664,969 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 6-20 years Software and other technology related assets Straight-line 3-15 years Covenants not to compete Straight-line 2-5 years Amortization expense for intangibles was $24 million and $23 million during the three months ended March 31, 2018 and 2017 , respectively. Estimated amortization expense for each of the five years in the period ending December 31, 2022 is $75 million (for the remaining nine months of 2018), $85 million , $72 million , $60 million and $51 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. These assurance-type warranties are not considered a separate performance obligation and thus, no transaction price is allocated to it. We record the warranty costs in Cost of goods sold on our Unaudited Condensed Consolidated Statements of Income. Our warranty reserve is calculated using historical claim information to project future warranty claims activity and 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 December 31, 2017 $ 23,151 Warranty expense 10,000 Warranty claims (9,294 ) Balance as of March 31, 2018 $ 23,857 |
Investment in Unconsolidated Subsidiary | Investments in Unconsolidated Subsidiaries Our investment in unconsolidated subsidiaries was $208 million at both March 31, 2018 and December 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 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, 2018 , the book value of our investment in Mekonomen exceeded our share of the book value of Mekonomen's net assets by $125 million ; this difference is primarily related to goodwill and the fair value of other intangible assets. We are recording our equity in the net earnings of Mekonomen on a one quarter lag. For the three months ended March 31, 2018 and 2017 , we recorded equity in earnings totaling $2 million and $0.3 million , respectively, related to our investment in Mekonomen, which represents our share of the results for the three months ended December 31, 2017 and 2016, respectively, including adjustments to convert the results to GAAP and to recognize the impact of our purchase accounting adjustments. In May 2017, we received a cash dividend of $7 million (SEK 67 million ) related to our investment in Mekonomen. The Level 1 fair value of our equity investment in the publicly traded Mekonomen common stock at March 31, 2018 was $163 million compared to a carrying value of $202 million . We evaluated our investment in Mekonomen for other-than-temporary impairment and concluded the decline in fair value was not other-than-temporary. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adoption of New Revenue Standard 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, which collectively with ASU 2014-09, represent the FASB Accounting Standards Codification Topic 606 (“ASC 606”). On January 1, 2018, we adopted ASC 606 for all contracts using the modified retrospective method, which means the historical periods are presented under the previous revenue standards with the cumulative net income effect being adjusted through retained earnings. Most of the changes resulting from our adoption of ASC 606 were changes in presentation within the Unaudited Condensed Consolidated Balance Sheets and the Unaudited Condensed Consolidated Statements of Income. Therefore, while we made adjustments to certain opening balances on our January 1, 2018 balance sheet, we made no adjustments to opening retained earnings. We expect the impact of the adoption of ASC 606 to be immaterial to our net income on an ongoing basis. See Note 5, "Revenue Recognition" for the required disclosures under ASC 606. With the adoption of ASC 606, we reclassified certain amounts related to variable consideration. Under ASC 606, we are required to present a refund liability and a returns asset within the Unaudited Condensed Consolidated Balance Sheet, whereas in periods prior to adoption, we presented the estimated margin impact of expected returns as a contra-asset within accounts receivable. Additionally, under ASC 606 , the changes in the refund liability are reported in revenue, and the changes in the returns assets are reported in Cost of goods sold in the Unaudited Condensed Consolidated Statements of Income. Prior to adoption, the change in the reserve for returns was generally reported as a net amount within revenue. As a result, the income statement presentation was adjusted concurrently with the balance sheet change beginning in 2018. The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of ASC 606 was as follows (in thousands): Balance as of December 31, 2017 Adjustments Due to ASC 606 Balance as of January 1, 2018 Balance Sheet Assets Accounts receivable $ 1,027,106 $ 38,511 $ 1,065,617 Prepaid expenses and other current assets 134,479 44,508 178,987 Liabilities Refund liability — 83,019 83,019 The impact of the adoption of ASC 606 on our Unaudited Condensed Consolidated Balance Sheet and Unaudited Condensed Consolidated Statement of Income as of and for the three months ended March 31, 2018 was as follows (in thousands): Balance as of March 31, 2018 As Reported Amounts Without Adoption of ASC 606 Effect of Change Higher/(Lower) Balance Sheet Assets Accounts receivable $ 1,211,788 $ 1,165,618 $ 46,170 Prepaid expenses and other current assets 180,367 127,358 53,009 Liabilities Refund liability 99,179 — 99,179 For the three months ended March 31, 2018 As Reported Amounts Without Adoption of ASC 606 Effect of Change Higher/(Lower) Income Statement Revenue $ 2,720,764 $ 2,728,712 $ (7,948 ) Cost of goods sold 1,666,793 1,674,173 (7,380 ) Selling, general and administrative expenses 766,891 767,459 (568 ) We have not included a table of the impact of the balance sheet adjustments on the Unaudited Condensed Consolidated Statement of Cash Flows as the adjustment will net to zero within the operating activities section of this statement. Under ASC 606, we have elected not to adjust consideration for the effect of a significant financing component at contract inception if the period between the transfer of goods to the customer and payment received from the customer is one year or less. Generally, our payment terms are short term in nature, but in some instances we may offer extended terms to customers exceeding one year such that interest would be accrued with respect to those contracts. The interest that would be accrued related to these contracts is immaterial at March 31, 2018. Under ASC 340, "Other Assets and Deferred Costs," we have elected to recognize incremental costs of obtaining a contract (commissions earned by our sales representatives on product sales) as an expense when incurred, as we believe the amortization period of the asset would be one year or less due to the short-term nature of our contracts. Other Recently Adopted Accounting Pronouncements During the first quarter of 2018, we adopted ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”), which changes how entities will recognize, measure, present and make disclosures about certain financial assets and financial liabilities. The adoption of ASU 2016-01 did not have a significant impact on our financial position, results of operations, cash flows or disclosures. During the first quarter of 2018, we adopted ASU No. 2016-15, "Classification of Certain Cash Receipts and Cash Payments" ("ASU 2016-15"), which 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. No adjustments were required in our Unaudited Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2018. Within our Unaudited Condensed Consolidating Statements of Cash Flows in Note 16, "Condensed Consolidating Financial Information ," we now present a new line item, Payments of deferred purchase price on receivables securitization, as a result of adopting ASU 2016-15; prior year cash flow information within this footnote has been recast to reflect the impact of adopting this accounting standard. Other than the addition of this new line item, there was no impact to our Unaudited Condensed Consolidating Statements of Cash Flows. During the first quarter of 2018, we adopted ASU No. 2017-01 "Clarifying the Definition of a Business" (“ASU 2017-01”), which requires an evaluation of whether substantially all of the fair value of assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If so, the transaction does not qualify as a business. The guidance also requires an acquired business to include at least one substantive process and narrows the definition of outputs. The adoption of ASU 2017-01 did not have a material impact on our unaudited condensed consolidated financial statements. During the first quarter of 2018, we adopted ASU No. 2018-02, "Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" ("ASU 2018-02"), which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the reduction of the U.S. federal statutory income tax rate to 21% from 35% due to the enactment of the Tax Cuts and Jobs Act of 2017 (the "Tax Act"). In addition, under ASU 2018-02, an entity is required to provide certain disclosures regarding stranded tax effects. ASU 2018-02 is effective for fiscal years and interim periods beginning after December 15, 2018; early adoption is permitted. As a result of the adoption of ASU 2018-02, we recorded a $5 million reclassification to increase Accumulated Other Comprehensive (Loss) Income and decrease Retained Earnings. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 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 2018. In August 2017, the FASB issued ASU No. 2017-12, "Targeted Improvements to Accounting for Hedging Activities" ("ASU 2017-12"), which amends the hedge accounting recognition and presentation requirements in ASC 815 ("Derivatives and Hedging"). ASU 2017-12 significantly alters the hedge accounting model by making it easier for an entity to achieve and maintain hedge accounting and provides for accounting that better reflects an entity's risk management activities. ASU 2017-12 is effective for fiscal years and interim periods beginning after December 15, 2018; early adoption is permitted. Entities will adopt the provisions of ASU 2017-12 by applying a modified retrospective approach to existing hedging relationships as of the adoption date. At this time, we are still evaluating the impact of this standard on our financial statements. |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Purchase Price Allocations For Acquisitions | The purchase price allocations for the acquisitions completed during the year ended December 31, 2017 are as follows (in thousands): Year Ended December, 31, 2017 All (1) Receivables $ 73,782 Receivable reserves (7,032 ) Inventories (2) 150,342 Prepaid expenses and other current assets (295 ) Property , plant and equipment 41,039 Goodwill 314,817 Other intangibles 181,216 Other assets 3,257 Deferred income taxes (65,087 ) Current liabilities assumed (111,484 ) Debt assumed (33,586 ) Other noncurrent liabilities assumed (1,917 ) Contingent consideration liabilities (6,234 ) Other purchase price obligations (5,074 ) Notes issued (20,187 ) Settlement of pre-existing balances 242 Gains on bargain purchases (3) (3,870 ) Settlement of other purchase price obligations (non-interest bearing) 3,159 Cash used in acquisitions, net of cash acquired $ 513,088 |
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, 2018 as though the businesses had been acquired as of January 1, 2017 , and the businesses acquired during the year ended December 31, 2017 as though they had been acquired as of January 1, 2016 . 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, 2018 2017 Revenue, as reported $ 2,720,764 $ 2,342,843 Revenue of purchased businesses for the period prior to acquisition: All acquisitions 26 139,216 Pro forma revenue $ 2,720,790 $ 2,482,059 Income from continuing operations, as reported $ 152,763 $ 140,809 Income from continuing operations of purchased businesses for the period prior to acquisition, and pro forma purchase accounting adjustments: All acquisitions 0 7,470 Acquisition related expenses, net of tax (1) 623 1,243 Pro forma income from continuing operations $ 153,386 $ 149,522 Earnings per share from continuing operations, basic - as reported $ 0.49 $ 0.46 Effect of purchased businesses for the period prior to acquisition: All acquisitions 0.00 0.02 Acquisition related expenses, net of tax (1) 0.00 0.00 Pro forma earnings per share from continuing operations, basic (2) $ 0.50 $ 0.49 Earnings per share from continuing operations, diluted - as reported $ 0.49 $ 0.45 Effect of purchased businesses for the period prior to acquisition: All acquisitions 0.00 0.02 Acquisition related expenses, net of tax (1) 0.00 0.00 Pro forma earnings per share from continuing operations, diluted (2) $ 0.49 $ 0.48 |
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 Net loss from discontinued operations on the Unaudited Condensed Consolidated Statements of Income (in thousands): Three Months Ended March 31, 2017 Revenue $ 111,130 Cost of goods sold 100,084 Selling, general and administrative expenses 8,369 Operating income 2,677 Interest and other income, net (1) 1,204 Income from discontinued operations before taxes 3,881 Provision for income taxes 3,598 Equity in loss of unconsolidated subsidiaries (534 ) Loss from discontinued operations, net of tax (251 ) Loss on sale of discontinued operations, net of tax (2) (4,280 ) Net loss from discontinued operations $ (4,531 ) |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule Of Inventory | Inventories consist of the following (in thousands): March 31, December 31, 2018 2017 Aftermarket and refurbished products $ 1,915,537 $ 1,877,653 Salvage and remanufactured products 469,648 487,108 Manufactured products 16,124 16,022 Total inventories $ 2,401,309 $ 2,380,783 |
Changes In Carrying Amount Of Goodwill | The changes in the carrying amount of goodwill by reportable segment for the three months ended March 31, 2018 are as follows (in thousands): North America Europe Specialty Total Balance as of January 1, 2018 $ 1,709,354 $ 1,414,898 $ 412,259 $ 3,536,511 Business acquisitions and adjustments to previously recorded goodwill 584 259 (4,977 ) (4,134 ) Exchange rate effects (2,891 ) 42,510 202 39,821 Balance as of March 31, 2018 $ 1,707,047 $ 1,457,667 $ 407,484 $ 3,572,198 |
Schedule of Finite-Lived and Indefinite-Lived Intangibles [Table Text Block] | The components of other intangibles, net are as follows (in thousands): March 31, 2018 December 31, 2017 Intangible assets subject to amortization $ 658,704 $ 664,969 Indefinite-lived intangible assets Trademarks 81,300 78,800 Other indefinite-lived intangible assets 800 — Total $ 740,804 $ 743,769 |
Cumulative Impact of ASC 606 on Balance Sheet as of the Beginning of Fiscal Year | The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of ASC 606 was as follows (in thousands): Balance as of December 31, 2017 Adjustments Due to ASC 606 Balance as of January 1, 2018 Balance Sheet Assets Accounts receivable $ 1,027,106 $ 38,511 $ 1,065,617 Prepaid expenses and other current assets 134,479 44,508 178,987 Liabilities Refund liability — 83,019 83,019 |
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 6-20 years Software and other technology related assets Straight-line 3-15 years Covenants not to compete Straight-line 2-5 years |
Components Of Other Intangibles | The components of intangible assets subject to amortization are as follows (in thousands): March 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trade names and trademarks $ 333,802 $ (79,437 ) $ 254,365 $ 327,332 $ (75,095 ) $ 252,237 Customer and supplier relationships 520,386 (185,417 ) 334,969 510,113 (167,532 ) 342,581 Software and other technology related assets 129,851 (65,070 ) 64,781 124,049 (59,081 ) 64,968 Covenants not to compete 13,920 (9,331 ) 4,589 14,981 (9,798 ) 5,183 Total $ 997,959 $ (339,255 ) $ 658,704 $ 976,475 $ (311,506 ) $ 664,969 |
Cumulative Effect of Adoption of ASC 606 on Consolidated Financial Statements | The impact of the adoption of ASC 606 on our Unaudited Condensed Consolidated Balance Sheet and Unaudited Condensed Consolidated Statement of Income as of and for the three months ended March 31, 2018 was as follows (in thousands): Balance as of March 31, 2018 As Reported Amounts Without Adoption of ASC 606 Effect of Change Higher/(Lower) Balance Sheet Assets Accounts receivable $ 1,211,788 $ 1,165,618 $ 46,170 Prepaid expenses and other current assets 180,367 127,358 53,009 Liabilities Refund liability 99,179 — 99,179 For the three months ended March 31, 2018 As Reported Amounts Without Adoption of ASC 606 Effect of Change Higher/(Lower) Income Statement Revenue $ 2,720,764 $ 2,728,712 $ (7,948 ) Cost of goods sold 1,666,793 1,674,173 (7,380 ) Selling, general and administrative expenses 766,891 767,459 (568 ) |
Changes In Warranty Reserve | The changes in the warranty reserve are as follows (in thousands): Balance as of December 31, 2017 $ 23,151 Warranty expense 10,000 Warranty claims (9,294 ) Balance as of March 31, 2018 $ 23,857 |
Revenue Recognition Revenue R28
Revenue Recognition Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue Recognition [Abstract] | |
Schedule Of Revenue By Product Category | We report our revenue in two categories: (i) parts and services and (ii) other. The following table sets forth our revenue by category, with our parts and services revenue further disaggregated by reportable segment (in thousands): Three Months Ended March 31, 2018 2017 North America $ 1,172,585 $ 1,079,875 Europe 1,037,046 819,167 Specialty 350,674 313,899 Parts and services 2,560,305 2,212,941 Other 160,459 129,902 Total revenue $ 2,720,764 $ 2,342,843 |
Schedule of Deferred Service-type Warranty Revenue | Our service-type warranties typically have service periods ranging from 6 to 36 months. Under ASC 606, proceeds from these service-type warranties are deferred at contract inception and amortized on a straight-line basis to revenue over the contract period. The changes in deferred service-type warranty revenue are as follows (in thousands): Balance January 1, 2018 $ 19,465 Additional warranty revenue deferred 10,097 Warranty revenue recognized (8,055 ) Balance March 31, 2018 $ 21,507 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Nonvested 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, 2018 : 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, 2018 1,624,390 $ 29.94 Granted 562,380 $ 43.35 Vested (359,863 ) $ 29.00 Forfeited / Canceled (18,015 ) $ 31.29 Unvested as of March 31, 2018 1,808,892 $ 34.28 Expected to vest after March 31, 2018 1,630,647 $ 34.26 3.0 $ 61,883 |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes activity related to our stock options under the Equity Incentive Plan for the three months ended March 31, 2018 : Number Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) (1) Balance as of January 1, 2018 1,738,073 $ 9.20 Exercised (226,260 ) $ 9.97 $ 7,123 Canceled (509 ) $ 32.31 Balance as of March 31, 2018 1,511,304 $ 9.08 1.4 $ 43,631 Exercisable as of March 31, 2018 1,511,304 $ 9.08 1.4 $ 43,631 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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, 2018 2017 Income from continuing operations $ 152,763 $ 140,809 Denominator for basic earnings per share—Weighted-average shares outstanding 309,517 308,028 Effect of dilutive securities: RSUs 619 564 Stock options 1,211 1,708 Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding 311,347 310,300 Basic earnings per share from continuing operations $ 0.49 $ 0.46 Diluted earnings per share from continuing operations $ 0.49 $ 0.45 |
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, 2018 and 2017 (in thousands): Three Months Ended March 31, 2018 2017 Antidilutive securities: RSUs — 147 Stock options — 78 |
Accumulated Other Comprehensi31
Accumulated Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Three Months Ended March 31, 2017 Foreign Unrealized Gain Unrealized (Loss) Gain Other Comprehensive Loss 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, net 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 ) The components of Accumulated Other Comprehensive Income (Loss) are as follows (in thousands): Three Months Ended March 31, 2018 Foreign Unrealized (Loss) Gain Unrealized (Loss) Gain on Pension Plans Other Comprehensive Loss from Unconsolidated Subsidiaries Accumulated Beginning balance $ (71,933 ) $ 11,538 $ (8,772 ) $ (1,309 ) $ (70,476 ) Pretax income (loss) 48,435 (4,501 ) (629 ) — 43,305 Income tax effect 50 1,053 8 — 1,111 Reclassification of unrealized loss — 8,747 — — 8,747 Reclassification of deferred income taxes — (2,045 ) — — (2,045 ) Other comprehensive loss from unconsolidated subsidiaries — — — (605 ) (605 ) Adoption of ASU 2018-02 2,859 2,486 — — 5,345 Ending balance $ (20,589 ) $ 17,278 $ (9,393 ) $ (1,914 ) $ (14,618 ) Accumulated Other Comprehensive Income (Loss) The components of Accumulated Other Comprehensive Income (Loss) are as follows (in thousands): Three Months Ended March 31, 2018 Foreign Unrealized (Loss) Gain Unrealized (Loss) Gain on Pension Plans Other Comprehensive Loss from Unconsolidated Subsidiaries Accumulated Beginning balance $ (71,933 ) $ 11,538 $ (8,772 ) $ (1,309 ) $ (70,476 ) Pretax income (loss) 48,435 (4,501 ) (629 ) — 43,305 Income tax effect 50 1,053 8 — 1,111 Reclassification of unrealized loss — 8,747 — — 8,747 Reclassification of deferred income taxes — (2,045 ) — — (2,045 ) Other comprehensive loss from unconsolidated subsidiaries — — — (605 ) (605 ) Adoption of ASU 2018-02 2,859 2,486 — — 5,345 Ending balance $ (20,589 ) $ 17,278 $ (9,393 ) $ (1,914 ) $ (14,618 ) Three Months Ended March 31, 2017 Foreign Unrealized Gain Unrealized (Loss) Gain Other Comprehensive Loss 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, net 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 ) Net unrealized gains on our interest rate swaps totaling $2 million and net unrealized losses of $1 million were reclassified to Interest expense, net in our Unaudited Condensed Consolidated Statements of Income during the three months ended March 31, 2018 and 2017, respectively. We also reclassified gains of $1 million and $2 million to Interest expense, net related to our cross currency swaps during the three months ended March 31, 2018 and 2017, respectively. Also related to our cross currency swaps, we reclassified losses of $12 million and $5 million to Other income, net in our Unaudited Condensed Consolidated Statements of Income during the three months ended March 31, 2018 and 2017, respectively; these gains and losses offset the impact of the remeasurement of the underlying contracts. The deferred income taxes related to our cash flow hedges were reclassified from Accumulated other comprehensive income (loss) to provision for income taxes. As a result of the adoption of ASU 2018-02 in the first quarter of 2018, we recorded a $5 million reclassification to increase Accumulated Other Comprehensive (Loss) Income and decrease Retained Earnings. See Note 4, "Financial Statement Information " for further information regarding the adoption of ASU 2018-02. |
Long-Term Obligations (Tables)
Long-Term Obligations (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule Of Long-Term Obligations | Long-term obligations consist of the following (in thousands): March 31, December 31, 2018 2017 Senior secured credit agreement: Term loans payable $ 700,395 $ 704,800 Revolving credit facilities 1,172,140 1,283,551 U.S. Notes (2023) 600,000 600,000 Euro Notes (2024) 616,200 600,150 Receivables securitization facility 100,000 100,000 Notes payable through October 2025 at weighted average interest rates of 1.4% and 1.4%, respectively 29,413 29,146 Other long-term debt at weighted average interest rates of 1.9% and 1.7%, respectively 120,940 110,633 Total debt 3,339,088 3,428,280 Less: long-term debt issuance costs (23,157 ) (21,476 ) Less: current debt issuance costs (2,866 ) (2,824 ) Total debt, net of debt issuance costs 3,313,065 3,403,980 Less: current maturities, net of debt issuance costs (142,277 ) (126,360 ) Long term debt, net of debt issuance costs $ 3,170,788 $ 3,277,620 |
Derivative Instruments and He33
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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, 2018 and December 31, 2017 (in thousands): Notional Amount Fair Value at March 31, 2018 (USD) Fair Value at December 31, 2017 (USD) March 31, 2018 December 31, 2017 Other Assets Other Noncurrent Liabilities Other Assets Other Noncurrent Liabilities Interest rate swap agreements USD denominated $ 590,000 $ 590,000 $ 24,253 $ — $ 19,102 $ — Cross currency swap agreements USD/euro $ 402,580 $ 406,546 9,208 77,812 5,504 61,492 Total cash flow hedges $ 33,461 $ 77,812 $ 24,606 $ 61,492 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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, 2018 and December 31, 2017 (in thousands): Balance as of March 31, 2018 Fair Value Measurements as of March 31, 2018 Level 1 Level 2 Level 3 Assets: Cash surrender value of life insurance $ 46,196 $ — $ 46,196 $ — Interest rate swaps 24,253 — 24,253 — Cross currency swap agreements 9,208 — 9,208 — Total Assets $ 79,657 $ — $ 79,657 $ — Liabilities: Contingent consideration liabilities $ 2,700 $ — $ — $ 2,700 Deferred compensation liabilities 50,676 — 50,676 — Cross currency swap agreements 77,812 — 77,812 — Total Liabilities $ 131,188 $ — $ 128,488 $ 2,700 Balance as of December 31, 2017 Fair Value Measurements as of December 31, 2017 Level 1 Level 2 Level 3 Assets: Cash surrender value of life insurance $ 45,984 $ — $ 45,984 $ — Interest rate swaps 19,102 — 19,102 — Cross currency swap agreements 5,504 — 5,504 — Total Assets $ 70,590 $ — $ 70,590 $ — Liabilities: Contingent consideration liabilities $ 2,636 $ — $ — $ 2,636 Deferred compensation liabilities 47,199 — 47,199 — Cross currency swap agreements 61,492 — 61,492 — Total Liabilities $ 111,327 $ — $ 108,691 $ 2,636 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Commitments | The future minimum lease commitments under these leases at March 31, 2018 are as follows (in thousands): Nine months ending December 31, 2018 $ 186,038 Years ending December 31: 2019 207,724 2020 171,530 2021 132,755 2022 107,405 2023 91,007 Thereafter 532,760 Future Minimum Lease Payments $ 1,429,219 |
Segment and Geographic Inform36
Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule Of Financial Performance By Reportable Segment | The following tables present our financial performance by reportable segment for the periods indicated (in thousands): North America Europe Specialty Eliminations Consolidated Three Months Ended March 31, 2018 Revenue: Third Party $ 1,329,660 $ 1,040,430 $ 350,674 $ — $ 2,720,764 Intersegment 183 — 1,118 (1,301 ) — Total segment revenue $ 1,329,843 $ 1,040,430 $ 351,792 $ (1,301 ) $ 2,720,764 Segment EBITDA $ 177,713 $ 75,534 $ 41,969 $ — $ 295,216 Depreciation and amortization (1) 21,228 32,757 7,081 — 61,066 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 (1) 20,378 24,751 5,475 — 50,604 |
Reconciliation Of Segment EBITDA To Net Income Table | The table below provides a reconciliation of Net Income to Segment EBITDA (in thousands): Three Months Ended March 31, 2018 2017 Net income $ 152,763 $ 136,278 Less: net loss attributable to noncontrolling interest (197 ) — Net income attributable to LKQ stockholders 152,960 136,278 Subtract: Net loss from discontinued operations — (4,531 ) Net income from continuing operations attributable to LKQ stockholders 152,960 140,809 Add: Depreciation and amortization 56,458 48,656 Depreciation and amortization - cost of goods sold 4,608 1,948 Interest expense, net 28,515 23,988 Provision for income taxes 49,584 72,155 EBITDA 292,125 287,556 Subtract: Equity in earnings of unconsolidated subsidiaries 1,412 214 Add: Restructuring and acquisition related expenses (1) 4,054 2,928 Inventory step-up adjustment - acquisition related 403 — Change in fair value of contingent consideration liabilities 46 — Segment EBITDA $ 295,216 $ 290,270 |
Schedule Of Capital Expenditures By Reportable Segment | The following table presents capital expenditures by reportable segment (in thousands): Three Months Ended March 31, 2018 2017 Capital Expenditures North America $ 29,662 $ 16,760 Europe 28,815 20,458 Specialty 3,712 3,582 Discontinued operations — 3,598 Total capital expenditures $ 62,189 $ 44,398 |
Schedule Of Assets By Reportable Segment | The following table presents assets by reportable segment (in thousands): March 31, December 31, 2018 2017 Receivables, net North America $ 448,973 $ 379,666 Europe 622,592 555,372 Specialty 140,223 92,068 Total receivables, net (1) 1,211,788 1,027,106 Inventories North America 1,053,322 1,076,393 Europe 998,617 964,068 Specialty 349,370 340,322 Total inventories 2,401,309 2,380,783 Property, Plant and Equipment, net North America 542,453 537,286 Europe 304,048 293,539 Specialty 83,255 82,264 Total property, plant and equipment, net 929,756 913,089 Equity Method Investments North America 336 336 Europe 207,874 208,068 Total equity method investments 208,210 208,404 Other unallocated assets 4,885,115 4,837,490 Total assets $ 9,636,178 $ 9,366,872 |
Revenue from External Customers by Geographic Area | The following table sets forth our revenue by geographic area (in thousands): Three Months Ended March 31, 2018 2017 Revenue United States $ 1,560,027 $ 1,417,040 United Kingdom 430,992 382,652 Other countries 729,745 543,151 Total revenue $ 2,720,764 $ 2,342,843 |
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, 2018 2017 Long-lived Assets United States $ 589,848 $ 583,236 United Kingdom 186,347 178,021 Other countries 153,561 151,832 Total long-lived assets $ 929,756 $ 913,089 |
Condensed Consolidating Finan37
Condensed Consolidating Financial Information (Tables) | 3 Months Ended | |
Mar. 31, 2018 | 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, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,577,595 $ 1,180,242 $ (37,073 ) $ 2,720,764 Cost of goods sold — 945,915 757,951 (37,073 ) 1,666,793 Gross margin — 631,680 422,291 — 1,053,971 Selling, general and administrative expenses 9,130 426,797 330,964 — 766,891 Restructuring and acquisition related expenses — 330 3,724 — 4,054 Depreciation and amortization 29 24,338 32,091 — 56,458 Operating (loss) income (9,159 ) 180,215 55,512 — 226,568 Other expense (income): Interest expense, net 18,008 212 10,295 — 28,515 Intercompany interest (income) expense, net (15,400 ) 9,680 5,720 — — Other (income) expense, net (1,015 ) (5,882 ) 4,015 — (2,882 ) Total other expense, net 1,593 4,010 20,030 — 25,633 (Loss) income before (benefit) provision for income taxes (10,752 ) 176,205 35,482 — 200,935 (Benefit) provision for income taxes (3,904 ) 45,877 7,611 — 49,584 Equity in earnings of unconsolidated subsidiaries — — 1,412 — 1,412 Equity in earnings (loss) of subsidiaries 159,808 5,110 — (164,918 ) — Net income 152,960 135,438 29,283 (164,918 ) 152,763 Less: net loss attributable to noncontrolling interest — — (197 ) — (197 ) Net income attributable to LKQ stockholders $ 152,960 $ 135,438 $ 29,480 $ (164,918 ) $ 152,960 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 Selling, general and administrative expenses 9,183 385,528 248,106 — 642,817 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 Net (loss) income from discontinued operations (4,531 ) (4,531 ) 2,050 2,481 (4,531 ) Net income $ 136,278 $ 108,445 $ 47,453 $ (155,898 ) $ 136,278 | |
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, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 152,960 $ 135,438 $ 29,283 $ (164,918 ) $ 152,763 Less: net loss attributable to noncontrolling interest — — (197 ) — (197 ) Net income attributable to LKQ stockholders 152,960 135,438 29,480 (164,918 ) 152,960 Other comprehensive income (loss): Foreign currency translation, net of tax 48,485 (2,183 ) 49,055 (46,872 ) 48,485 Net change in unrealized gains/losses on cash flow hedges, net of tax 3,254 — — — 3,254 Net change in unrealized gains/losses on pension plans, net of tax (621 ) (621 ) — 621 (621 ) Net change in other comprehensive loss from unconsolidated subsidiaries (605 ) — (605 ) 605 (605 ) Other comprehensive income (loss) 50,513 (2,804 ) 48,450 (45,646 ) 50,513 Comprehensive income 203,473 132,634 77,733 (210,564 ) 203,276 Less: comprehensive loss attributable to noncontrolling interest — — (197 ) — (197 ) Comprehensive income attributable to LKQ stockholders $ 203,473 $ 132,634 $ 77,930 $ (210,564 ) $ 203,473 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, net of tax 21,579 3,878 21,132 (25,010 ) 21,579 Net change in unrealized gains/losses on cash flow hedges, 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 ) 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 | |
Consolidated Condensed Balance Sheets | LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands) March 31, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 17,340 $ 28,975 $ 199,364 $ — $ 245,679 Receivables, net 843 372,264 838,681 — 1,211,788 Intercompany receivables, net 6,747 — 21,170 (27,917 ) — Inventories — 1,319,468 1,081,841 — 2,401,309 Prepaid expenses and other current assets 1,864 94,231 84,272 — 180,367 Total current assets 26,794 1,814,938 2,225,328 (27,917 ) 4,039,143 Property, plant and equipment, net 904 569,829 359,023 — 929,756 Intangible assets: Goodwill — 2,005,814 1,566,384 — 3,572,198 Other intangibles, net — 289,057 451,747 — 740,804 Investment in subsidiaries 5,355,015 105,772 — (5,460,787 ) — Intercompany notes receivable 1,143,818 32,777 — (1,176,595 ) — Equity method investments — 336 207,874 — 208,210 Other assets 79,657 36,403 30,007 — 146,067 Total assets $ 6,606,188 $ 4,854,926 $ 4,840,363 $ (6,665,299 ) $ 9,636,178 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 8,407 $ 358,971 $ 445,283 $ — $ 812,661 Intercompany payables, net — 21,170 6,747 (27,917 ) — Accrued expenses: Accrued payroll-related liabilities 5,224 34,590 72,326 — 112,140 Other accrued expenses 12,360 101,274 153,730 — 267,364 Refund liability — 54,270 44,909 — 99,179 Other current liabilities 6,224 19,255 15,688 — 41,167 Current portion of long-term obligations 20,863 1,912 119,502 — 142,277 Total current liabilities 53,078 591,442 858,185 (27,917 ) 1,474,788 Long-term obligations, excluding current portion 1,956,376 7,341 1,207,071 — 3,170,788 Intercompany notes payable — 657,601 518,994 (1,176,595 ) — Deferred income taxes 13,345 115,736 113,145 — 242,226 Other noncurrent liabilities 176,802 102,559 50,034 — 329,395 Stockholders' equity: Total Company stockholders’ equity 4,406,587 3,380,247 2,080,540 (5,460,787 ) 4,406,587 Noncontrolling interest — — 12,394 — 12,394 Total stockholders’ equity 4,406,587 3,380,247 2,092,934 (5,460,787 ) 4,418,981 Total liabilities and stockholders' equity $ 6,606,188 $ 4,854,926 $ 4,840,363 $ (6,665,299 ) $ 9,636,178 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands) December 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 34,360 $ 35,131 $ 210,275 $ — $ 279,766 Receivables, net — 290,958 736,148 — 1,027,106 Intercompany receivables, net 2,669 3,010 230 (5,909 ) — Inventories — 1,334,766 1,046,017 — 2,380,783 Prepaid expenses and other current assets 34,136 44,849 55,494 — 134,479 Total current assets 71,165 1,708,714 2,048,164 (5,909 ) 3,822,134 Property, plant and equipment, net 910 563,262 348,917 — 913,089 Intangible assets: Goodwill — 2,010,209 1,526,302 — 3,536,511 Other intangibles, net — 291,036 452,733 — 743,769 Investment in subsidiaries 5,952,687 102,931 — (6,055,618 ) — Intercompany notes receivable 1,156,550 782,638 — (1,939,188 ) — Equity method investments — 336 208,068 — 208,404 Other assets 70,590 33,597 38,778 — 142,965 Total assets $ 7,251,902 $ 5,492,723 $ 4,622,962 $ (8,000,715 ) $ 9,366,872 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 5,742 $ 340,951 $ 441,920 $ — $ 788,613 Intercompany payables, net — 230 5,679 (5,909 ) — Accrued expenses: Accrued payroll-related liabilities 9,448 65,811 68,165 — 143,424 Other accrued expenses 5,219 95,900 117,481 — 218,600 Other current liabilities 282 27,066 18,379 — 45,727 Current portion of long-term obligations 16,468 1,912 107,980 — 126,360 Total current liabilities 37,159 531,870 759,604 (5,909 ) 1,322,724 Long-term obligations, excluding current portion 2,095,826 7,372 1,174,422 — 3,277,620 Intercompany notes payable 750,000 677,708 511,480 (1,939,188 ) — Deferred income taxes 12,402 116,021 123,936 — 252,359 Other noncurrent liabilities 158,346 101,189 47,981 — 307,516 Stockholders' equity: Total Company stockholders’ equity 4,198,169 4,058,563 1,997,055 (6,055,618 ) 4,198,169 Noncontrolling interest — — 8,484 — 8,484 Total stockholders’ equity 4,198,169 4,058,563 2,005,539 (6,055,618 ) 4,206,653 Total liabilities and stockholders' equity $ 7,251,902 $ 5,492,723 $ 4,622,962 $ (8,000,715 ) $ 9,366,872 | |
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, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 95,942 $ 96,517 $ 243 $ (47,539 ) $ 145,163 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (163 ) (29,908 ) (32,118 ) — (62,189 ) Investment and intercompany note activity with subsidiaries 24,333 — — (24,333 ) — Acquisitions, net of cash acquired — (2,966 ) — — (2,966 ) Payments of deferred purchase price on receivables securitization — 7,456 — (7,456 ) — Other investing activities, net — (145 ) 679 — 534 Net cash provided by (used in) investing activities 24,170 (25,563 ) (31,439 ) (31,789 ) (64,621 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 2,255 — — — 2,255 Taxes paid related to net share settlements of stock-based compensation awards (3,292 ) — — — (3,292 ) Debt issuance costs (724 ) — — — (724 ) Borrowings under revolving credit facilities 161,000 — 40,669 — 201,669 Repayments under revolving credit facilities (291,966 ) — (29,559 ) — (321,525 ) Repayments under term loans (4,405 ) — — — (4,405 ) (Repayments) borrowings of other debt, net — (30 ) 4,439 — 4,409 Other financing activities, net — — 4,107 — 4,107 Investment and intercompany note activity with parent — (21,759 ) (2,574 ) 24,333 — Dividends — (54,995 ) — 54,995 — Net cash (used in) provided by financing activities (137,132 ) (76,784 ) 17,082 79,328 (117,506 ) Effect of exchange rate changes on cash and cash equivalents — (326 ) 3,203 — 2,877 Net decrease in cash and cash equivalents (17,020 ) (6,156 ) (10,911 ) — (34,087 ) Cash and cash equivalents, beginning of period 34,360 35,131 210,275 — 279,766 Cash and cash equivalents, end of period $ 17,340 $ 28,975 $ 199,364 $ — $ 245,679 | 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 $ 106,243 $ 35,789 $ (88,276 ) $ 172,293 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant 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 Payments of deferred purchase price on receivables securitization (1) — 6,362 — (6,362 ) — Other investing activities, net — 1,008 306 — 1,314 Net cash provided by (used in) investing activities 249,828 219,947 (32,428 ) (256,190 ) 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 (1) Reflects the impact of adopting ASU 2016-15 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Thousands, € in Billions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Apr. 09, 2018EUR (€) | Dec. 10, 2017EUR (€)shares | |
Business Acquisition | |||||
Income from continuing operations | $ 140,809 | ||||
Number of acquisitions | 26 | ||||
Cash used in acquisitions, net of cash acquired | $ 2,966 | 77,056 | |||
Goodwill | 3,572,198 | $ 3,536,511 | |||
Pending Acquisition, Enterprise Value | € | € 1.5 | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 8,055,569 | ||||
Restructuring and acquisition related expenses | $ 4,054 | 2,928 | |||
Disposal Group, Including Discontinued Operation, Revenue | 111,130 | ||||
Disposal Groups, including Discontinued Operations, Operating income | $ 2,677 | ||||
Wholesale Distribution Businesses in North America [Member] | |||||
Business Acquisition | |||||
Number of acquisitions | 1 | ||||
Europe | |||||
Business Acquisition | |||||
Number of acquisitions | 16 | ||||
Goodwill | $ 1,457,667 | $ 1,414,898 | |||
North America Segment [Member] | |||||
Business Acquisition | |||||
Number of acquisitions | 6 | ||||
North America | |||||
Business Acquisition | |||||
Goodwill | 1,707,047 | $ 1,709,354 | |||
Specialty | |||||
Business Acquisition | |||||
Number of acquisitions | 4 | ||||
Goodwill | $ 407,484 | $ 412,259 | |||
Wholesale Distribution Businesses in Belgium [Member] | |||||
Business Acquisition | |||||
Number of acquisitions | 4 | ||||
All 2017 acquisitions [Member] | |||||
Business Acquisition | |||||
Total acquisition date fair value of the consideration for acquisitions | $ 542,000 | ||||
Cash used in acquisitions, net of cash acquired | 510,000 | ||||
Notes issued | 20,187 | ||||
Goodwill | 307,000 | ||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 21,000 | ||||
Business Combincation, Contingent Consideration Arrangements, Maximum Potential Consideration | 19,000 | ||||
2017 acquisitions and adjustments to 2016 acquisitions [Member] | |||||
Business Acquisition | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 41,039 | ||||
Cash used in acquisitions, net of cash acquired | 513,088 | ||||
Gains on bargain purchases | (3,870) | ||||
Notes issued | 20,187 | ||||
Other purchase price obligations | 5,074 | ||||
Settlement of pre-existing balances | 242 | ||||
Goodwill | 314,817 | ||||
Debt assumed | 33,586 | ||||
Contingent consideration liabilities | (6,234) | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | (295) | ||||
Andrew Page | |||||
Business Acquisition | |||||
Gains on bargain purchases | (2,000) | ||||
Adjustments in 2017 [Member] | Rhiag | |||||
Business Acquisition | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 6,000 | ||||
Adjustments in 2017 [Member] | PGW | |||||
Business Acquisition | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | $ 3,000 | ||||
Euro Notes 2026/28 [Member] | |||||
Business Acquisition | |||||
Debt Instrument, Face Amount | € | € 1 |
Purchase Price Allocations for
Purchase Price Allocations for Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Business Acquisition | |||
Inventory step-up adjustment - acquisition related | $ 403 | ||
Goodwill | 3,572,198 | $ 3,536,511 | |
Cash used in acquisitions, net of cash acquired | $ 2,966 | $ 77,056 | |
Warn Industries [Member] | |||
Business Acquisition | |||
Inventory step-up adjustment - acquisition related | 4,000 | ||
2017 acquisitions and adjustments to 2016 acquisitions [Member] | |||
Business Acquisition | |||
Receivables | 73,782 | ||
Receivable reserves | (7,032) | ||
Inventories (2) | 150,342 | ||
Prepaid expenses and other current assets | (295) | ||
Property, plant and equipment | 41,039 | ||
Goodwill | 314,817 | ||
Finite and Indefinite-Lived Asset, Gross | 181,216 | ||
Other assets | 3,257 | ||
Deferred income taxes | (65,087) | ||
Current liabilities assumed | (111,484) | ||
Debt assumed | (33,586) | ||
Other noncurrent liabilities assumed | (1,917) | ||
Contingent consideration liabilities | (6,234) | ||
Other purchase price obligations | (5,074) | ||
Notes issued | (20,187) | ||
Settlement of pre-existing balances | 242 | ||
Gains on bargain purchases | (3,870) | ||
Subsequent payments on purchase price payables | 3,159 | ||
Cash used in acquisitions, net of cash acquired | $ 513,088 |
Pro Forma Effect of Businesses
Pro Forma Effect of Businesses Acquired (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Business Acquisition | ||
Revenue, as reported | $ 2,720,764 | $ 2,342,843 |
Pro forma revenue | 2,720,790 | 2,482,059 |
Income from continuing operations | 152,763 | 140,809 |
Pro forma income from continuing operations | $ 153,386 | $ 149,522 |
Basic earnings per share from continuing operations | $ 0.49 | $ 0.46 |
Pro forma earnings per share from continuing operations, basic (2) | 0.50 | 0.49 |
Diluted earnings per share from continuing operations | 0.49 | 0.45 |
Pro forma earnings per share from continuing operations, diluted (2) | $ 0.49 | $ 0.48 |
Restructuring and acquisition related expenses | $ 4,054 | $ 2,928 |
All 2018 Acquisitions [Member] | ||
Business Acquisition | ||
Revenue of purchased businesses for the period prior to acquisition | 26 | |
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments | 0 | |
Acquisition Related Costs, Net of Tax | $ 623 | |
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 acquisitions [Member] | ||
Business Acquisition | ||
Revenue of purchased businesses for the period prior to acquisition | 139,216 | |
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments | 7,470 | |
Acquisition Related Costs, Net of Tax | $ 1,243 | |
Effect of purchased businesses for the period prior to acquisition | $ 0.02 | |
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 | 0.02 | |
Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Diluted Share Effect | $ 0 | |
Acquisition related expenses | ||
Business Acquisition | ||
Restructuring and acquisition related expenses | $ 2,000 | $ 3,000 |
Discontinued Operations Net ass
Discontinued Operations Net assets of discontinued operations (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 01, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss on sale of business | $ (8,580) | ||||
Proceeds from disposals of business/investment | 301,297 | $ 316,000 | |||
Cash disposed as part of divestment | $ 15,000 | ||||
Discontinued Operation, Tax Effect of Gain (Loss) from Disposal of Discontinued Operation | (4,000) | ||||
Intercompany payable between discontinued operations and continuing operations | $ 6,000 | 6,000 | |||
Interest Allocated to Discontinued Operations | $ 2,000 | ||||
Cash Provided by (Used in) Operating Activities, Discontinued Operations | (4,000) | ||||
Cash Provided by (Used in) Investing Activities, Discontinued Operations | (4,000) | ||||
Cash Provided by (Used in) Financing Activities, Discontinued Operations | 15,000 | ||||
Intercompany Sales between Continuing and Discontinued Operations | $ 8,000 | ||||
Purchases under supply agreement | $ 4,000 | $ 10,000 | |||
Payments to Acquire Productive Assets | (62,189) | (44,398) | |||
Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Payments to Acquire Productive Assets | $ 0 | $ (3,598) |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | |
Mar. 31, 2017 | Mar. 01, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Intercompany Sales between Continuing and Discontinued Operations | $ 8,000 | |||
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 | 4,000 | |||
Disposal Groups, including Discontinued Operations, Operating income | 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) | |||
IncomeLossFromDiscontinuedOperationsExcludingLossonSaleNetOfTaxAttributableToReportingEntity | (251) | |||
Net loss from discontinued operations | $ 0 | (4,531) | ||
Interest Allocated to Discontinued Operations | $ 2,000 | |||
Capital Expenditures | 62,189 | 44,398 | ||
Cash Provided by (Used in) Operating Activities, Discontinued Operations | (4,000) | |||
Cash Provided by (Used in) Investing Activities, Discontinued Operations | (4,000) | |||
Loss on sale of business | (4,280) | |||
Purchases under supply agreement | $ 4,000 | 10,000 | ||
Discontinued Operations | ||||
Capital Expenditures | $ 0 | $ 3,598 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands, kr in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017SEK (kr) | Dec. 31, 2017USD ($) | Dec. 01, 2016USD ($) | |
Summary of Significant Accounting Policies [Line Items] | |||||
U.S. federal statutory rate | 21.00% | 35.00% | |||
Adoption of ASU 2018-02 (see Note 4) | $ 5,345 | ||||
Reserve for uncollectible accounts | 63,000 | $ 58,000 | |||
Depreciation | 37,000 | $ 27,000 | |||
Amortization expense | 24,000 | 23,000 | |||
Estimated annual amortization expense in year one | 75,000 | ||||
Estimated annual amortization expense in year two | 85,000 | ||||
Estimated annual amortization expense in year three | 72,000 | ||||
Estimated annual amortization expense in year four | 60,000 | ||||
Estimated annual amortization expense in year five | 51,000 | ||||
Equity method investments | 208,210 | 208,404 | |||
Equity in earnings of unconsolidated subsidiaries | 1,412 | 214 | |||
Raw Materials [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Manufactured Inventory | $ 9,000 | 10,000 | |||
Salvage Mechanical Products | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Standard warranty period | 6 months | ||||
Remanufactured Engines | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Standard warranty period | 3 years | ||||
Trade names and trademarks | Minimum | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Useful life, years | 4 years | ||||
Trade names and trademarks | Maximum | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Useful life, years | 30 years | ||||
Software and technology related assets | Minimum | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Useful life, years | 3 years | ||||
Software and technology related assets | Maximum | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Useful life, years | 15 years | ||||
Covenants not to compete | Minimum | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Useful life, years | 2 years | ||||
Covenants not to compete | Maximum | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Useful life, years | 5 years | ||||
Customer and supplier relationships [Member] | Minimum | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Useful life, years | 6 years | ||||
Customer and supplier relationships [Member] | Maximum | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Useful life, years | 20 years | ||||
Mekonomen [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Investment in unconsolidated subsidiary, ownership percentage | 26.50% | ||||
Equity method investments | $ 202,000 | $ 181,000 | |||
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity | 125,000 | ||||
Equity in earnings of unconsolidated subsidiaries | 2,000 | $ 300 | |||
Equity Method Investments, Fair Value Disclosure | $ 163,000 | ||||
Proceeds from Equity Method Investment, Dividends or Distributions | kr 67 | $ 7,000 |
Financial Statement Information
Financial Statement Information Schedule of Inventory (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Product Information | ||
Inventories | $ 2,401,309 | $ 2,380,783 |
Aftermarket and refurbished products | ||
Product Information | ||
Inventories | 1,915,537 | 1,877,653 |
Salvage and remanufactured products | ||
Product Information | ||
Inventories | 469,648 | 487,108 |
ManufacturedProducts [Member] | ||
Product Information | ||
Inventories | 16,124 | 16,022 |
Raw Materials [Member] | ||
Product Information | ||
Manufactured Inventory | 9,000 | 10,000 |
Work In Process [Member] | ||
Product Information | ||
Manufactured Inventory | 2,000 | 2,000 |
Finished goods Inventory [Member] | ||
Product Information | ||
Manufactured Inventory | $ 5,000 | $ 4,000 |
Financial Statement Informati45
Financial Statement Information Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment | |||
Property, Plant and Equipment, Net | $ 929,756 | $ 913,089 | |
Depreciation | $ 37,000 | $ 27,000 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 3,536,511 |
Business acquisitions and adjustments to previously recorded goodwill | (4,134) |
Exchange rate effects | 39,821 |
Ending balance | 3,572,198 |
North America | |
Goodwill [Roll Forward] | |
Beginning balance | 1,709,354 |
Business acquisitions and adjustments to previously recorded goodwill | 584 |
Exchange rate effects | (2,891) |
Ending balance | 1,707,047 |
Europe | |
Goodwill [Roll Forward] | |
Beginning balance | 1,414,898 |
Business acquisitions and adjustments to previously recorded goodwill | 259 |
Exchange rate effects | 42,510 |
Ending balance | 1,457,667 |
Specialty | |
Goodwill [Roll Forward] | |
Beginning balance | 412,259 |
Business acquisitions and adjustments to previously recorded goodwill | (4,977) |
Exchange rate effects | 202 |
Ending balance | $ 407,484 |
Components of Other Intangibles
Components of Other Intangibles (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets | ||
Gross carrying amount | $ 997,959 | $ 976,475 |
Accumulated amortization | (339,255) | (311,506) |
Net | 658,704 | 664,969 |
Other intangibles, net | 740,804 | 743,769 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 333,802 | 327,332 |
Accumulated amortization | (79,437) | (75,095) |
Net | 254,365 | 252,237 |
Customer and supplier relationships | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 520,386 | 510,113 |
Accumulated amortization | (185,417) | (167,532) |
Net | 334,969 | 342,581 |
Software and technology related assets | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 129,851 | 124,049 |
Accumulated amortization | (65,070) | (59,081) |
Net | 64,781 | 64,968 |
Covenants not to compete | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 13,920 | 14,981 |
Accumulated amortization | (9,331) | (9,798) |
Net | $ 4,589 | 5,183 |
Maximum | Trade names and trademarks | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Asset, Useful Life | 30 years | |
Maximum | Software and technology related assets | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Maximum | Covenants not to compete | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Maximum | Customer and supplier relationships [Member] | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Asset, Useful Life | 20 years | |
Minimum | Trade names and trademarks | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Asset, Useful Life | 4 years | |
Minimum | Software and technology related assets | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Minimum | Covenants not to compete | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Asset, Useful Life | 2 years | |
Minimum | Customer and supplier relationships [Member] | ||
Finite-Lived Intangible Assets | ||
Finite-Lived Intangible Asset, Useful Life | 6 years | |
Trademarks [Member] | ||
Finite-Lived Intangible Assets | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 81,300 | 78,800 |
Unclassified Indefinite-lived Intangible Assets [Member] | ||
Finite-Lived Intangible Assets | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 800 | $ 0 |
Changes in Warranty Reserve (De
Changes in Warranty Reserve (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Warranty Reserve [Roll Forward] | |
Beginning balance | $ 23,151 |
Warranty expense | 10,000 |
Warranty claims | (9,294) |
Ending balance | $ 23,857 |
Financial Statement Informati49
Financial Statement Information Schedule of New Accounting Pronouncements (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
New Accounting Pronouncement, Early Adoption [Line Items] | |||
Receivables, Net, Current | $ 1,211,788 | $ 1,065,617 | $ 1,027,106 |
Prepaid Expense and Other Assets, Current | 180,367 | $ 178,987 | 134,479 |
Other assets | 146,067 | 142,965 | |
Other current liabilities | 41,167 | 45,727 | |
Deferred Income Taxes | $ (242,226) | $ (252,359) |
Financial Statement Informati50
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, 2018 | Mar. 31, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Revenue | $ 2,720,764 | $ 2,342,843 | ||
Receivables, net | 1,211,788 | $ 1,065,617 | $ 1,027,106 | |
Net Cash Provided by (Used in) Operating Activities | 145,163 | 172,293 | ||
Net Cash Provided by (Used in) Financing Activities | (117,506) | (326,386) | ||
Net income attributable to LKQ stockholders | $ 152,960 | $ 136,278 | ||
Net income attributable to LKQ stockholders | $ 0.49 | $ 0.44 | ||
Net income attributable to LKQ stockholders | $ 0.49 | $ 0.44 | ||
Prepaid expenses and other current assets | $ 180,367 | 178,987 | 134,479 | |
Refund liability | 99,179 | 83,019 | 0 | |
Accounts payable | 812,661 | 788,613 | ||
Other current liabilities | 41,167 | $ 45,727 | ||
Cost of goods sold | 1,666,793 | $ 1,412,750 | ||
Selling, general and administrative expenses (1) | 766,891 | $ 642,817 | ||
Adjustment Due to ASC 606 [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Receivables, net | 38,511 | |||
Prepaid expenses and other current assets | 44,508 | |||
Refund liability | $ 83,019 | |||
Amount of adjustment to prior balance [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Revenue | 2,728,712 | |||
Receivables, net | 1,165,618 | |||
Prepaid expenses and other current assets | 127,358 | |||
Refund liability | 0 | |||
Cost of goods sold | 1,674,173 | |||
Selling, general and administrative expenses (1) | 767,459 | |||
Adjustment Due to ASC 606 [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Revenue | (7,948) | |||
Receivables, net | 46,170 | |||
Prepaid expenses and other current assets | 53,009 | |||
Refund liability | 99,179 | |||
Cost of goods sold | (7,380) | |||
Selling, general and administrative expenses (1) | $ (568) |
Revenue Recognition Revenue R51
Revenue Recognition Revenue Recognition (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | |
Revenue Recognition [Line Items] | |||
Revenue | $ 2,720,764 | $ 2,342,843 | |
Deferred Service-Type Warranty Revenue | 22 | $ 19 | |
Deferred Revenue, Additions | 10 | ||
Deferred Revenue, Revenue Recognized | (8) | ||
Reserve for Returns, net | (38,000) | ||
Reserve for Variable Consideration | 44,000 | $ 78,000 | |
Customer Refund Liability, Current | |||
Revenue Recognition [Line Items] | |||
Reserve for Returns, net | 99,000 | ||
Customer Returns Asset | |||
Revenue Recognition [Line Items] | |||
Reserve for Returns, net | $ 53,000 | ||
Maximum | |||
Revenue Recognition [Line Items] | |||
Service-Type Product Warranty Time Period | 36 | ||
Minimum | |||
Revenue Recognition [Line Items] | |||
Service-Type Product Warranty Time Period | 6 | ||
North America | |||
Revenue Recognition [Line Items] | |||
Revenue | $ 1,329,843 | 1,208,240 | |
Europe | |||
Revenue Recognition [Line Items] | |||
Revenue | 1,040,430 | 820,897 | |
Specialty | |||
Revenue Recognition [Line Items] | |||
Revenue | 351,792 | 314,934 | |
Parts and Services | |||
Revenue Recognition [Line Items] | |||
Revenue | 2,560,305 | 2,212,941 | |
Parts and Services | North America | |||
Revenue Recognition [Line Items] | |||
Revenue | 1,172,585 | 1,079,875 | |
Parts and Services | Europe | |||
Revenue Recognition [Line Items] | |||
Revenue | 1,037,046 | 819,167 | |
Parts and Services | Specialty | |||
Revenue Recognition [Line Items] | |||
Revenue | 350,674 | 313,899 | |
Other Revenue | |||
Revenue Recognition [Line Items] | |||
Revenue | $ 160,459 | $ 129,902 |
Schedule of Revenue by Product
Schedule of Revenue by Product Category (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting [Abstract] | ||
Revenue | $ 2,720,764 | $ 2,342,843 |
Parts and Services | ||
Segment Reporting [Abstract] | ||
Revenue | 2,560,305 | 2,212,941 |
Other Revenue | ||
Segment Reporting [Abstract] | ||
Revenue | 160,459 | 129,902 |
North America | ||
Segment Reporting [Abstract] | ||
Revenue | 1,329,843 | 1,208,240 |
North America | Parts and Services | ||
Segment Reporting [Abstract] | ||
Revenue | 1,172,585 | 1,079,875 |
Europe | ||
Segment Reporting [Abstract] | ||
Revenue | 1,040,430 | 820,897 |
Europe | Parts and Services | ||
Segment Reporting [Abstract] | ||
Revenue | 1,037,046 | 819,167 |
Specialty | ||
Segment Reporting [Abstract] | ||
Revenue | 351,792 | 314,934 |
Specialty | Parts and Services | ||
Segment Reporting [Abstract] | ||
Revenue | $ 350,674 | $ 313,899 |
Restructuring and Acquisition53
Restructuring and Acquisition Related Expenses - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Restructuring Cost and Reserve | ||
Restructuring and acquisition related expenses | $ 4,054 | $ 2,928 |
Acquisition related expenses | ||
Restructuring Cost and Reserve | ||
Restructuring and acquisition related expenses | 2,000 | 3,000 |
Restructuring expenses | ||
Restructuring Cost and Reserve | ||
Restructuring and acquisition related expenses | 2,000 | 1,000 |
Expected future restructuring expenses | 15,000 | |
Andrew Page | Acquisition related expenses | ||
Restructuring Cost and Reserve | ||
Restructuring and acquisition related expenses | 1,000 | |
Stahlgruber | Acquisition related expenses | ||
Restructuring Cost and Reserve | ||
Restructuring and acquisition related expenses | $ 1,000 | |
Stahlgruber | All Q1 2017 acquisitions excluding Andrew Page [Member] | ||
Restructuring Cost and Reserve | ||
Restructuring and acquisition related expenses | $ 2,000 |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Stock options exercised, aggregate intrinsic value | $ 7,123 | |
Stock-based compensation expense | $ 5,982 | $ 7,285 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Vesting period | 5 years | |
RSUs granted, shares | 562,380 | |
Fair value of RSUs vested during the period | $ 15,000 | |
Stock-based compensation expense | $ 5,982 | $ 7,279 |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Vesting period | 5 years | |
Minimum | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Stock options expiration period | 6 years | |
Maximum | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Stock options expiration period | 10 years |
Equity Incentive Plans Schedule
Equity Incentive Plans Schedule of Unvested Restricted Stock Units Activity (Details) - RSUs - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Summary of Expected to Vest RSUs [Line Items] | ||
Unvested RSUs, shares | 1,808,892 | 1,624,390 |
RSUs granted, shares | 562,380 | |
RSUs vested, shares | (359,863) | |
RSUs forfeited/canceled, shares | (18,015) | |
RSUs expected to vest, shares | 1,630,647 | |
Unvested RSUs, weighted average grant date fair value | $ 34.28 | $ 29.94 |
RSUs granted, weighted average grant date fair value | 43.35 | |
RSUs vested, weighted average grant date fair value | 29 | |
RSUs forfeited/canceled, weighted average grant date fair value | 31.29 | |
RSUs expected to vest, weighted average grant date fair value | $ 34.26 | |
RSUs expected to vest, weighted average remaining contractual term | 3 years | |
RSUs expected to vest, aggregate intrinsic value | $ 61,883 |
Equity Incentive Plans Schedu56
Equity Incentive Plans Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Stock options outstanding, shares | 1,511,304 | 1,738,073 |
Stock options exercised, shares | (226,260) | |
Stock options forfeited/canceled, shares | (509) | |
Exercisable stock options, shares | 1,511,304 | |
Stock options outstanding, weighted average exercise price | $ 9.08 | $ 9.20 |
Stock options exercised, weighted average exercise price | 9.97 | |
Stock options forfeited/canceled, weighted average exercise price | 32.31 | |
Exercisable stock options, weighted average exercise price | $ 9.08 | |
Stock options outstanding, weighted average remaining contractual term (years) | 1 year 4 months 24 days | |
Exercisable stock options, weighted average remaining contractual term (years) | 1 year 4 months 24 days | |
Stock options exercised, aggregate intrinsic value | $ 7,123 | |
Stock options outstanding, aggregate intrinsic value | 43,631 | |
Exercisable stock options, aggregate intrinsic value | $ 43,631 |
Schedule of Pre-Tax Stock-Based
Schedule of Pre-Tax Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Stock-based compensation expense | $ 5,982 | $ 7,285 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Stock-based compensation expense | $ 5,982 | $ 7,279 |
Schedule of Stock-Based Compens
Schedule of Stock-Based Compensation Expense Included in Statements of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ||
Stock-based compensation expense, before tax | $ 5,982 | $ 7,285 |
Schedule of Stock-Based Compe59
Schedule of Stock-Based Compensation Expense Expected to be Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Stock-based compensation expense | $ 5,982 | $ 7,285 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Stock-based compensation expense | 5,982 | $ 7,279 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 51,000 |
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, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Income from continuing operations | $ 152,763 | $ 140,809 |
Denominator for basic earnings per share—Weighted-average shares outstanding | 309,517 | 308,028 |
Effect of dilutive securities: | ||
RSUs | 619 | 564 |
Stock options | 1,211 | 1,708 |
Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding | 311,347 | 310,300 |
Basic earnings per share from continuing operations | $ 0.49 | $ 0.46 |
Diluted earnings per share from continuing operations | $ 0.49 | $ 0.45 |
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, 2018 | Mar. 31, 2017 | |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities | 0 | 147 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive securities | 0 | 78 |
Accumulated Other Comprehensi62
Accumulated Other Comprehensive Income (Loss) Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | ||||
Foreign currency translation, net of tax | $ 48,485 | $ 21,579 | ||
Other comprehensive loss of unconsolidated subsidiaries | (1,914) | (162) | $ (1,309) | $ 0 |
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation | ||||
Balance, beginning | (71,933) | (272,529) | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax | 48,435 | 20,068 | ||
Income tax effect | (50) | 0 | ||
Disposal of business, net | 1,511 | |||
Balance, ending | (20,589) | (250,950) | ||
Accumulated Other Comprehensive Income (Loss), Unrealized (Loss) Gain on Cash Flow Hedges | ||||
Balance, beginning | 11,538 | 8,091 | ||
Pretax income (loss) | 4,501 | (832) | ||
Income tax effect | (1,053) | 356 | ||
Reclassification of unrealized loss (gain) | (8,747) | 4,257 | ||
Reclassification of deferred income taxes | (2,045) | (1,570) | ||
Balance, ending | 17,278 | 11,254 | ||
Accumulated Other Comprehensive Income (Loss), Unrealized (Loss) Gain on Pension Plans | ||||
Balance, beginning | (8,772) | 2,737 | ||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Tax | (629) | 836 | ||
Income tax effect | 8 | (318) | ||
Reclassification of unrealized loss (gain) | 0 | (171) | ||
Reclassification of deferred income taxes | 0 | 48 | ||
Disposal of business, net | (3,436) | |||
Balance, ending | (9,393) | (5,778) | ||
Balance, beginning | (70,476) | (267,175) | ||
Pretax income (loss) | 43,305 | 21,736 | ||
Income tax effect | (1,111) | (674) | ||
Reclassification of unrealized loss (gain) | 8,747 | 4,086 | ||
Reclassification of deferred income taxes | 2,045 | (1,522) | ||
Disposal of business, net | (1,925) | |||
Other comprehensive loss of unconsolidated subsidiaries | (605) | (162) | ||
Balance, ending | $ (14,618) | $ (245,636) |
Accumulated Other Comprehensi63
Accumulated Other Comprehensive Income (Loss) Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | $ (20,589) | $ (250,950) | $ (71,933) | $ (272,529) |
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax | 17,278 | 11,254 | 11,538 | 8,091 |
Accumulated other comprehensive loss | (14,618) | (245,636) | (70,476) | (267,175) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax | 48,435 | 20,068 | ||
Unrealized gain (loss) on derivatives, before tax | (4,501) | 832 | ||
Reclassification of unrealized loss (gain) | (8,747) | 4,257 | ||
Reclassification of unrealized loss (gain) | 0 | (171) | ||
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax | 9,393 | 5,778 | 8,772 | (2,737) |
Pretax income (loss) | 43,305 | 21,736 | ||
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | 50 | 0 | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | 1,053 | (356) | ||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Tax | (629) | 836 | ||
Other Comprehensive Income (Loss), Tax | (1,111) | (674) | ||
Income tax effect | 8 | (318) | ||
reclassification of unrealized gains losses | 8,747 | 4,086 | ||
Reclassification of deferred income taxes | (2,045) | (1,570) | ||
Reclassification of deferred income taxes | 0 | 48 | ||
reclassification of deferred income taxes | 2,045 | (1,522) | ||
Disposal of business, net | 1,511 | |||
Disposal of business, net | (3,436) | |||
Disposal of business, net | (1,925) | |||
Other comprehensive loss of unconsolidated subsidiaries | (605) | (162) | ||
Other comprehensive loss of unconsolidated subsidiaries | (1,914) | (162) | $ (1,309) | $ 0 |
Adoption of ASU 2018-02 (see Note 4) | 5,345 | |||
Interest Rate Swap | ||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Reclassification of unrealized loss (gain) | 2,000 | (1,000) | ||
Cross Currency Fx Forward Contract [Member] | ||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Reclassification of unrealized loss (gain) | (1,000) | (2,000) | ||
Cross Currency Swap | ||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Reclassification of unrealized loss (gain) | (12,000) | 5,000 | ||
Accumulated Gain (Loss) from Unconsoldated Subsidiaries [Member] | ||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other comprehensive loss of unconsolidated subsidiaries | $ (162) | |||
Foreign Currency Translation [Member] | ||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Adoption of ASU 2018-02 (see Note 4) | 2,859 | |||
Derivative [Member] | ||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Adoption of ASU 2018-02 (see Note 4) | $ 2,486 |
Long-Term Obligations - Additio
Long-Term Obligations - Additional Information (Details) $ in Thousands, € in Millions | Apr. 09, 2018EUR (€) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 29, 2023USD ($) | Mar. 31, 2018USD ($) | Dec. 01, 2017USD ($) | Nov. 29, 2016USD ($) | Apr. 14, 2016EUR (€) | Jan. 29, 2016USD ($) | May 09, 2013USD ($) |
Debt Instrument | ||||||||||
Quarterly Payments on Term Loan | $ 4,000 | $ 9,000 | ||||||||
Debt and capital lease obligations | $ 3,428,280 | $ 3,339,088 | ||||||||
Deferred Finance Costs, Noncurrent, Net | 21,476 | 23,157 | ||||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||||||
Receivables used as collateral for receivables securitization facility | $ 144,000 | $ 144,000 | ||||||||
Notes payable | ||||||||||
Debt Instrument | ||||||||||
Weighted average interest rates | 1.40% | 1.40% | ||||||||
Other Long Term Debt | ||||||||||
Debt Instrument | ||||||||||
Weighted average interest rates | 1.70% | 1.90% | ||||||||
Credit Agreement | ||||||||||
Debt Instrument | ||||||||||
Increment change in applicable margin | 0.25% | |||||||||
Weighted average interest rates | 2.20% | 2.20% | ||||||||
Borrowings under credit agreement, carrying value | $ 2,000,000 | $ 1,900,000 | ||||||||
Fronting fee on letters of credit in addition to participation commission | 0.125% | |||||||||
Current maturities of credit agreement | 18,000 | 22,000 | ||||||||
Outstanding letters of credit | 65,000 | |||||||||
Availability on the revolving credit facility | 1,500,000 | |||||||||
US Notes (2023) | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, face amount | 600,000 | 600,000 | $ 600,000 | |||||||
Euro Notes (2024) | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, face amount | 600,150 | $ 616,200 | € 500 | |||||||
Senior notes interest rate | 3.875% | |||||||||
Receivables securitization | ||||||||||
Debt Instrument | ||||||||||
Weighted average interest rates | 2.70% | |||||||||
Receivables securitization maximum borrowing capacity | $ 100,000 | |||||||||
Borrowings under receivable securitization facility, carrying value | 100,000 | $ 100,000 | ||||||||
Euro Notes 2026/28 [Member] | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, face amount | € | € 1,000 | |||||||||
Euro Notes 2026 [Member] | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, face amount | € | € 750 | |||||||||
Senior notes interest rate | 3.625% | |||||||||
Euro Notes 2028 [Member] | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, face amount | € | € 250 | |||||||||
Senior notes interest rate | 4.125% | |||||||||
Amended Credit Agreement | Credit Agreement | ||||||||||
Debt Instrument | ||||||||||
Maximum credit agreement borrowings | $ 2,800,000 | $ 2,500,000 | ||||||||
Fourth Amended Credit Agreement | Credit Agreement | ||||||||||
Debt Instrument | ||||||||||
Payments of Financing Costs | $ 5,000 | |||||||||
US Notes (2023) | ||||||||||
Debt Instrument | ||||||||||
Senior notes interest rate | 4.75% | |||||||||
Maximum increment | Credit Agreement | ||||||||||
Debt Instrument | ||||||||||
Increment change in commitment fees | 0.05% |
Schedule of Long-Term Obligatio
Schedule of Long-Term Obligations (Details) $ in Thousands, € in Millions | 12 Months Ended | |||
Dec. 31, 2017USD ($) | Apr. 09, 2018EUR (€) | Mar. 31, 2018USD ($) | Apr. 14, 2016EUR (€) | |
Debt Instrument | ||||
Line of Credit Facility, Increase (Decrease), Net | $ 300,000 | |||
Long-term obligations, total | 3,428,280 | $ 3,339,088 | ||
Deferred Finance Costs, Current, Net | (2,824) | (2,866) | ||
Deferred Finance Costs, Noncurrent, Net | (21,476) | (23,157) | ||
Long-term obligations, total, net | 3,403,980 | 3,313,065 | ||
Current portion of long-term obligations | (126,360) | (142,277) | ||
Long-term obligations, excluding current portion | 3,277,620 | 3,170,788 | ||
Credit Agreement | ||||
Debt Instrument | ||||
Secured Debt, Current | 18,000 | 22,000 | ||
Loans Payable | ||||
Debt Instrument | ||||
Term loan | 704,800 | 700,395 | ||
Revolving Credit Facility | ||||
Debt Instrument | ||||
Long-term Line of Credit | 1,283,551 | 1,172,140 | ||
Euro Notes (2024) | ||||
Debt Instrument | ||||
Debt instrument, face amount | 600,150 | 616,200 | € 500 | |
Debt Instrument, Interest Rate, Stated Percentage | 3.875% | |||
Euro Notes 2026 [Member] | ||||
Debt Instrument | ||||
Debt instrument, face amount | € | € 750 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.625% | |||
Euro Notes 2028 [Member] | ||||
Debt Instrument | ||||
Debt instrument, face amount | € | € 250 | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.125% | |||
Receivables securitization | ||||
Debt Instrument | ||||
Borrowings under receivable securitization facility, carrying value | 100,000 | 100,000 | ||
Notes payable | ||||
Debt Instrument | ||||
Notes Payable | 29,146 | 29,413 | ||
Other Long Term Debt | ||||
Debt Instrument | ||||
Other long-term debt | 110,633 | $ 120,940 | ||
Fourth Amended Credit Agreement | Credit Agreement | ||||
Debt Instrument | ||||
Payments of Financing Costs | $ 5,000 |
Schedule of Long-Term Obligat66
Schedule of Long-Term Obligations (Parenthetical) (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 01, 2017 |
Notes payable | |||
Debt Instrument | |||
Weighted average interest rates | 1.40% | 1.40% | |
Other Long Term Debt | |||
Debt Instrument | |||
Weighted average interest rates | 1.90% | 1.70% | |
Credit Agreement | |||
Debt Instrument | |||
Weighted average interest rates | 2.20% | 2.20% | |
Current maturities of credit agreement | $ 22 | $ 18 | |
Minimum increment | Credit Agreement | |||
Debt Instrument | |||
Change in Increments in Commitment Fee | 0.025% |
Long-Term Obligations Schedule
Long-Term Obligations Schedule of Maturities of Long-Term Obligations (Details) - USD ($) $ in Thousands | 9 Months Ended | 46 Months Ended | ||
Dec. 31, 2018 | Jan. 29, 2023 | Mar. 31, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||||
Quarterly Payments on Term Loan | $ 4,000 | $ 9,000 | ||
Long-term obligations, total | $ 3,339,088 | $ 3,428,280 |
Derivative Instruments and He68
Derivative Instruments and Hedging Activities - Additional Information (Details) $ in Thousands, € in Millions | Mar. 31, 2018USD ($) | Mar. 31, 2018EUR (€) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) |
Interest Rate Swap | |||||
Derivative | |||||
Derivative, Notional Amount | $ 590,000 | $ 590,000 | |||
Cross Currency Swap | |||||
Derivative | |||||
Derivative, Notional Amount | 402,580 | 406,546 | |||
Effect of Netting Derivative Instruments | (17,000) | $ (12,000) | |||
Net loss included in accumulated other comprehensive income (loss) to be reclassified into interest expense within the next 12 months | 1,000 | ||||
Settlement of Notional Amounts | € | € (15) | ||||
2016 Interest Rate Swaps [Member] | Interest Rate Swap | |||||
Derivative | |||||
Derivative, Notional Amount | $ 590,000 | ||||
2016CrossCurrencySwaps [Member] | Cross Currency Swap | |||||
Derivative | |||||
Derivative, Notional Amount | $ 422,000 | € 400 |
Schedule of Cash Flow Hedges (D
Schedule of Cash Flow Hedges (Details) $ in Thousands, € in Millions | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) |
Interest Rate Swap [Member] | ||||
Derivative | ||||
Derivative, Notional Amount | $ 590,000 | $ 590,000 | ||
Derivative Asset, Noncurrent | 24,253 | 19,102 | ||
Derivative Liability, Noncurrent | 0 | |||
Cross Currency Swap | ||||
Derivative | ||||
Derivative, Notional Amount | 402,580 | 406,546 | ||
Derivative Asset, Noncurrent | 9,208 | 5,504 | ||
Derivative Liability, Noncurrent | 77,812 | 61,492 | ||
Derivative Asset, Noncurrent | 33,461 | 24,606 | ||
Derivative Liability, Noncurrent | 77,812 | $ 61,492 | ||
2016 Interest Rate Swaps [Member] | Interest Rate Swap [Member] | ||||
Derivative | ||||
Derivative, Notional Amount | $ 590,000 | |||
2016CrossCurrencySwaps [Member] | Cross Currency Swap | ||||
Derivative | ||||
Derivative, Notional Amount | $ 422,000 | € 400 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Thousands, € in Millions | 3 Months Ended | ||||
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Apr. 14, 2016EUR (€) | May 09, 2013USD ($) | |
Fair Value Measurements | |||||
Change in fair value of contingent consideration liabilities | $ 46 | $ 0 | |||
Credit Agreement | |||||
Fair Value Measurements | |||||
Borrowings under credit agreement, carrying value | 1,900,000 | $ 2,000,000 | |||
Receivables securitization | |||||
Fair Value Measurements | |||||
Borrowings under receivable securitization facility, carrying value | 100,000 | 100,000 | |||
US Notes (2023) | |||||
Fair Value Measurements | |||||
Debt instrument, fair value | 602,000 | 615,000 | |||
Debt instrument, face amount | 600,000 | 600,000 | $ 600,000 | ||
Euro Notes (2024) | |||||
Fair Value Measurements | |||||
Debt instrument, fair value | 652,000 | 658,000 | |||
Debt instrument, face amount | 616,200 | 600,150 | € 500 | ||
Fair Value, Measurements, Recurring [Member] | |||||
Fair Value Measurements | |||||
Assets, Fair Value Disclosure | 79,657 | 70,590 | |||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 131,188 | 111,327 | |||
Fair Value, Measurements, Recurring [Member] | Cash Surrender Value [Member] | |||||
Fair Value Measurements | |||||
Assets, Fair Value Disclosure | 46,196 | 45,984 | |||
Fair Value, Measurements, Recurring [Member] | Interest Rate Swap [Member] | |||||
Fair Value Measurements | |||||
Assets, Fair Value Disclosure | 24,253 | 19,102 | |||
Fair Value, Measurements, Recurring [Member] | Cross Currency Swap | |||||
Fair Value Measurements | |||||
Assets, Fair Value Disclosure | 9,208 | ||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 77,812 | 61,492 | |||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||||
Fair Value Measurements | |||||
Assets, Fair Value Disclosure | 79,657 | 70,590 | |||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 128,488 | 108,691 | |||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Cash Surrender Value [Member] | |||||
Fair Value Measurements | |||||
Assets, Fair Value Disclosure | $ 46,196 | 45,984 | |||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | |||||
Fair Value Measurements | |||||
Assets, Fair Value Disclosure | 19,102 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Cross Currency Swap | |||||
Fair Value Measurements | |||||
Assets, Fair Value Disclosure | 5,504 | ||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 61,492 |
Financial Assets and Liabilitie
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) $ in Thousands, € in Millions | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Apr. 14, 2016EUR (€) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Derivative Asset, Noncurrent | $ 33,461 | $ 24,606 | |
Fair Value, Measurements, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value assets measured on recurring basis | 79,657 | 70,590 | |
Fair value liabilities measured on recurring basis | 131,188 | 111,327 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value assets measured on recurring basis | 79,657 | 70,590 | |
Fair value liabilities measured on recurring basis | 128,488 | 108,691 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value liabilities measured on recurring basis | 2,700 | 2,636 | |
Fair Value, Measurements, Recurring [Member] | Cash surrender value of life insurance | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value assets measured on recurring basis | 46,196 | 45,984 | |
Fair Value, Measurements, Recurring [Member] | Cash surrender value of life insurance | Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value assets measured on recurring basis | 46,196 | 45,984 | |
Fair Value, Measurements, Recurring [Member] | Contingent Consideration Liabilities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value liabilities measured on recurring basis | 2,700 | 2,636 | |
Fair Value, Measurements, Recurring [Member] | Contingent Consideration Liabilities | Fair Value, Inputs, Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value liabilities measured on recurring basis | 2,700 | 2,636 | |
Fair Value, Measurements, Recurring [Member] | Deferred Compensation Liabilities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value liabilities measured on recurring basis | 50,676 | 47,199 | |
Fair Value, Measurements, Recurring [Member] | Deferred Compensation Liabilities | Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value liabilities measured on recurring basis | 50,676 | 47,199 | |
Fair Value, Measurements, Recurring [Member] | Cross Currency Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value assets measured on recurring basis | 9,208 | ||
Fair value liabilities measured on recurring basis | 77,812 | 61,492 | |
Fair Value, Measurements, Recurring [Member] | Cross Currency Swap | Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value assets measured on recurring basis | 5,504 | ||
Fair value liabilities measured on recurring basis | 61,492 | ||
Fair Value, Measurements, Recurring [Member] | Interest Rate Swap [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value assets measured on recurring basis | 24,253 | 19,102 | |
Fair Value, Measurements, Recurring [Member] | Interest Rate Swap [Member] | Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Fair value assets measured on recurring basis | 19,102 | ||
Euro Notes (2024) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Long-term Debt, Fair Value | 652,000 | 658,000 | |
Debt Instrument, Face Amount | 616,200 | 600,150 | € 500 |
Cross Currency Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||
Derivative Asset, Noncurrent | $ 9,208 | $ 5,504 |
Future Minimum Lease Commitment
Future Minimum Lease Commitments (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases, Future Minimum Payments, Remainder of Fiscal Year | $ 186,038 |
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 207,724 |
Operating Leases, Future Minimum Payments, Due in Two Years | 171,530 |
Operating Leases, Future Minimum Payments, Due in Three Years | 132,755 |
Operating Leases, Future Minimum Payments, Due in Four Years | 107,405 |
Operating Leases, Future Minimum Payments, Due in Five Years | 91,007 |
Thereafter | 532,760 |
Future Minimum Lease Payments | $ 1,429,219 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Excess tax benefit on stock based payments | $ 3 | $ 3 | |
U.S. federal statutory rate | 21.00% | 35.00% | |
Tax Cuts and Jobs Act of 2017, transition tax for accumulated foreign earnings, provisional amount | $ 51 | ||
Tax Cuts and Jobs Act of 2017, tax benefit from decrease to net deferred tax liabilities, provisional amount | $ 73 |
Segment and Geographic Inform74
Segment and Geographic Information - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | |
Segment Reporting Information | ||
Revenue | $ 2,720,764 | $ 2,342,843 |
Number of operating segments | 4 | |
Number of reportable segments | 3 | |
North America | ||
Segment Reporting Information | ||
Revenue | $ 1,329,843 | 1,208,240 |
Number of reportable segments | 1 | |
Europe | ||
Segment Reporting Information | ||
Revenue | $ 1,040,430 | 820,897 |
Specialty | ||
Segment Reporting Information | ||
Revenue | $ 351,792 | $ 314,934 |
Income Taxes Schedule of Compon
Income Taxes Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Deferred: | ||
Provision for income taxes | $ 49,584 | $ 72,155 |
Schedule of Financial Performan
Schedule of Financial Performance by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting Information | ||
Revenue | $ 2,720,764 | $ 2,342,843 |
Segment EBITDA | 295,216 | 290,270 |
Depreciation and amortization | 61,066 | 50,604 |
North America | ||
Segment Reporting Information | ||
Revenue | 1,329,843 | 1,208,240 |
Segment EBITDA | 177,713 | 176,135 |
Depreciation and amortization | 21,228 | 20,378 |
Europe | ||
Segment Reporting Information | ||
Revenue | 1,040,430 | 820,897 |
Segment EBITDA | 75,534 | 78,694 |
Depreciation and amortization | 32,757 | 24,751 |
Specialty | ||
Segment Reporting Information | ||
Revenue | 351,792 | 314,934 |
Segment EBITDA | 41,969 | 35,441 |
Depreciation and amortization | 7,081 | 5,475 |
Intersegment Eliminations | ||
Segment Reporting Information | ||
Revenue | (1,301) | (1,228) |
Third Party | North America | ||
Segment Reporting Information | ||
Revenue | 1,329,660 | 1,208,047 |
Third Party | Europe | ||
Segment Reporting Information | ||
Revenue | 1,040,430 | 820,897 |
Third Party | Specialty | ||
Segment Reporting Information | ||
Revenue | 350,674 | 313,899 |
Intersegment | North America | ||
Segment Reporting Information | ||
Revenue | 183 | 193 |
Intersegment | Europe | ||
Segment Reporting Information | ||
Revenue | 0 | 0 |
Intersegment | Specialty | ||
Segment Reporting Information | ||
Revenue | 1,118 | 1,035 |
Intersegment | Intersegment Eliminations | ||
Segment Reporting Information | ||
Revenue | $ (1,301) | $ (1,228) |
Income Taxes Schedule of Income
Income Taxes Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, Percent | 24.70% | 33.90% |
Income from continuing operations before provision for income taxes | $ 200,935 | $ 212,750 |
Reconciliation Of Segment EBITD
Reconciliation Of Segment EBITDA To Net Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting [Abstract] | ||
Net income attributable to LKQ stockholders | $ 152,960 | $ 136,278 |
Less: net loss attributable to noncontrolling interest | (197) | |
Net income | 152,763 | 136,278 |
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | (197) | |
Net loss from discontinued operations | 0 | (4,531) |
Net income from continuing operations attributable to LKQ stockholders | 152,960 | 140,809 |
Depreciation and amortization | 56,458 | 48,656 |
Depreciation and amortization - cost of goods sold | 4,608 | 1,948 |
Interest expense, net | 28,515 | 23,988 |
Provision for income taxes | 49,584 | 72,155 |
EBITDA | 292,125 | 287,556 |
Equity in earnings of unconsolidated subsidiaries | 1,412 | 214 |
Restructuring and acquisition related expenses | 4,054 | 2,928 |
Inventory step-up adjustment - acquisition related | 403 | |
Change in fair value of contingent consideration liabilities | (46) | 0 |
Segment EBITDA | $ 295,216 | $ 290,270 |
Income Taxes Schedule of Effect
Income Taxes Schedule of Effective Income Tax Rate Reconciliation (Details) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | 0.00% | |
U.S. federal statutory rate | 21.00% | 35.00% |
Effective Income Tax Rate Reconciliation, Percent | 24.70% | 33.90% |
Schedule of Capital Expenditure
Schedule of Capital Expenditures by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting Information | ||
Capital Expenditures | $ 62,189 | $ 44,398 |
North America | ||
Segment Reporting Information | ||
Capital Expenditures | 29,662 | 16,760 |
Europe | ||
Segment Reporting Information | ||
Capital Expenditures | 28,815 | 20,458 |
Specialty | ||
Segment Reporting Information | ||
Capital Expenditures | 3,712 | 3,582 |
Discontinued Operations | ||
Segment Reporting Information | ||
Capital Expenditures | $ 0 | $ 3,598 |
Schedule of Assets by Reportabl
Schedule of Assets by Reportable Segment (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Segment Reporting Information | |||
Receivables, net | $ 1,211,788 | $ 1,065,617 | $ 1,027,106 |
Inventories | 2,401,309 | 2,380,783 | |
Property, plant and equipment, net | 929,756 | 913,089 | |
Equity method investments | 208,210 | 208,404 | |
Other unallocated assets | 4,885,115 | 4,837,490 | |
Total assets | 9,636,178 | 9,366,872 | |
North America | |||
Segment Reporting Information | |||
Receivables, net | 448,973 | 379,666 | |
Inventories | 1,053,322 | 1,076,393 | |
Property, plant and equipment, net | 542,453 | 537,286 | |
Equity method investments | 336 | 336 | |
Europe | |||
Segment Reporting Information | |||
Receivables, net | 622,592 | 555,372 | |
Inventories | 998,617 | 964,068 | |
Property, plant and equipment, net | 304,048 | 293,539 | |
Equity method investments | 207,874 | 208,068 | |
Specialty | |||
Segment Reporting Information | |||
Receivables, net | 140,223 | 92,068 | |
Inventories | 349,370 | 340,322 | |
Property, plant and equipment, net | $ 83,255 | $ 82,264 |
Income Taxes Schedule of Deferr
Income Taxes Schedule of Deferred Tax Assets and Liabilities Classification (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Noncurrent deferred tax liabilities | $ 242,226 | $ 252,359 |
Segment and Geographic Inform83
Segment and Geographic Information Schedule of Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues from External Customers and Long-Lived Assets | ||
Revenue | $ 2,720,764 | $ 2,342,843 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets | ||
Revenue | 1,560,027 | 1,417,040 |
UNITED KINGDOM | ||
Revenues from External Customers and Long-Lived Assets | ||
Revenue | 430,992 | 382,652 |
Other countries | ||
Revenues from External Customers and Long-Lived Assets | ||
Revenue | $ 729,745 | $ 543,151 |
Schedule of Tangible Long-Lived
Schedule of Tangible Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Revenues from External Customers and Long-Lived Assets | ||
Long-lived Assets | $ 929,756 | $ 913,089 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets | ||
Long-lived Assets | 589,848 | 583,236 |
UNITED KINGDOM | ||
Revenues from External Customers and Long-Lived Assets | ||
Long-lived Assets | 186,347 | 178,021 |
Other countries | ||
Revenues from External Customers and Long-Lived Assets | ||
Long-lived Assets | $ 153,561 | $ 151,832 |
Condensed Consolidating Stateme
Condensed Consolidating Statements of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | $ 2,720,764 | $ 2,342,843 |
Cost of goods sold | 1,666,793 | 1,412,750 |
Gross margin | 1,053,971 | 930,093 |
Selling, general and administrative expenses | 766,891 | 642,817 |
Restructuring and acquisition related expenses | 4,054 | 2,928 |
Depreciation and amortization | 56,458 | 48,656 |
Operating (loss) income | 226,568 | 235,692 |
Other expense (income): | ||
Interest expense, net | 28,515 | 23,988 |
Intercompany interest (income) expense, net | 0 | 0 |
Other (income) expense, net | (2,882) | (1,046) |
Total other expense, net | 25,633 | 22,942 |
(Loss) income from continuing operations before (benefit) provision for income taxes | 200,935 | 212,750 |
(Benefit) provision for income taxes | 49,584 | 72,155 |
Equity in earnings of unconsolidated subsidiaries | 1,412 | 214 |
Equity in earnings (loss) of subsidiaries | 0 | 0 |
Income from continuing operations | 140,809 | |
Net loss from discontinued operations | 0 | (4,531) |
Net income | 152,763 | 136,278 |
Less: net loss attributable to noncontrolling interest | (197) | |
Net income attributable to LKQ stockholders | 152,960 | 136,278 |
Parent | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | 0 | 0 |
Cost of goods sold | 0 | 0 |
Gross margin | 0 | 0 |
Selling, general and administrative expenses | 9,130 | 9,183 |
Restructuring and acquisition related expenses | 0 | 0 |
Depreciation and amortization | 29 | 30 |
Operating (loss) income | (9,159) | (9,213) |
Other expense (income): | ||
Interest expense, net | 18,008 | 16,180 |
Intercompany interest (income) expense, net | (15,400) | (5,672) |
Other (income) expense, net | (1,015) | 291 |
Total other expense, net | 1,593 | 10,799 |
(Loss) income from continuing operations before (benefit) provision for income taxes | (10,752) | (20,012) |
(Benefit) provision for income taxes | (3,904) | (7,437) |
Equity in earnings of unconsolidated subsidiaries | 0 | (182) |
Equity in earnings (loss) of subsidiaries | 159,808 | 153,566 |
Income from continuing operations | 140,809 | |
Net loss from discontinued operations | (4,531) | |
Net income | 152,960 | |
Less: net loss attributable to noncontrolling interest | 0 | |
Net income attributable to LKQ stockholders | 152,960 | 136,278 |
Guarantors | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | 1,577,595 | 1,453,516 |
Cost of goods sold | 945,915 | 863,375 |
Gross margin | 631,680 | 590,141 |
Selling, general and administrative expenses | 426,797 | 385,528 |
Restructuring and acquisition related expenses | 330 | 1,883 |
Depreciation and amortization | 24,338 | 23,481 |
Operating (loss) income | 180,215 | 179,249 |
Other expense (income): | ||
Interest expense, net | 212 | 198 |
Intercompany interest (income) expense, net | 9,680 | 1,019 |
Other (income) expense, net | (5,882) | (169) |
Total other expense, net | 4,010 | 1,048 |
(Loss) income from continuing operations before (benefit) provision for income taxes | 176,205 | 178,201 |
(Benefit) provision for income taxes | 45,877 | 70,038 |
Equity in earnings of unconsolidated subsidiaries | 0 | 0 |
Equity in earnings (loss) of subsidiaries | 5,110 | 4,813 |
Income from continuing operations | 112,976 | |
Net loss from discontinued operations | (4,531) | |
Net income | 135,438 | |
Less: net loss attributable to noncontrolling interest | 0 | |
Net income attributable to LKQ stockholders | 135,438 | 108,445 |
Non-Guarantors | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | 1,180,242 | 929,971 |
Cost of goods sold | 757,951 | 590,019 |
Gross margin | 422,291 | 339,952 |
Selling, general and administrative expenses | 330,964 | 248,106 |
Restructuring and acquisition related expenses | 3,724 | 1,045 |
Depreciation and amortization | 32,091 | 25,145 |
Operating (loss) income | 55,512 | 65,656 |
Other expense (income): | ||
Interest expense, net | 10,295 | 7,610 |
Intercompany interest (income) expense, net | 5,720 | 4,653 |
Other (income) expense, net | 4,015 | (1,168) |
Total other expense, net | 20,030 | 11,095 |
(Loss) income from continuing operations before (benefit) provision for income taxes | 35,482 | 54,561 |
(Benefit) provision for income taxes | 7,611 | 9,554 |
Equity in earnings of unconsolidated subsidiaries | 1,412 | 396 |
Equity in earnings (loss) of subsidiaries | 0 | 0 |
Income from continuing operations | 45,403 | |
Net loss from discontinued operations | 2,050 | |
Net income | 29,283 | |
Less: net loss attributable to noncontrolling interest | (197) | |
Net income attributable to LKQ stockholders | 29,480 | 47,453 |
Eliminations | ||
Condensed Financial Statements, Captions [Line Items] | ||
Revenue | (37,073) | (40,644) |
Cost of goods sold | (37,073) | (40,644) |
Gross margin | 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 |
Other (income) expense, net | 0 | 0 |
Total other expense, net | 0 | 0 |
(Loss) income from continuing operations before (benefit) provision for income taxes | 0 | 0 |
(Benefit) provision for income taxes | 0 | 0 |
Equity in earnings of unconsolidated subsidiaries | 0 | 0 |
Equity in earnings (loss) of subsidiaries | (164,918) | (158,379) |
Income from continuing operations | (158,379) | |
Net loss from discontinued operations | 2,481 | |
Net income | (164,918) | |
Less: net loss attributable to noncontrolling interest | 0 | |
Net income attributable to LKQ stockholders | $ (164,918) | $ (155,898) |
Condensed Consolidating State86
Condensed Consolidating Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net income | $ 152,763 | $ 136,278 |
Less: net loss attributable to noncontrolling interest | (197) | |
Net income attributable to LKQ stockholders | 152,960 | 136,278 |
Other comprehensive income (loss): | ||
Foreign currency translation, net of tax | 48,485 | 21,579 |
Net change in unrealized gains/losses on cash flow hedges, net of tax | 3,254 | 3,163 |
Net change in unrealized gains/losses on pension plans, net of tax | 621 | 3,041 |
Net change in other comprehensive loss from unconsolidated subsidiaries | (605) | (162) |
Other comprehensive income | 50,513 | 21,539 |
Comprehensive income | 203,276 | 157,817 |
Less: comprehensive loss attributable to noncontrolling interest | (197) | |
Comprehensive income (loss) attributable to LKQ stockholders | 203,473 | 157,817 |
Parent | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income | 152,960 | |
Less: net loss attributable to noncontrolling interest | 0 | |
Net income attributable to LKQ stockholders | 152,960 | 136,278 |
Other comprehensive income (loss): | ||
Foreign currency translation, net of tax | 48,485 | 21,579 |
Net change in unrealized gains/losses on cash flow hedges, net of tax | 3,254 | 3,163 |
Net change in unrealized gains/losses on pension plans, net of tax | 621 | 3,041 |
Net change in other comprehensive loss from unconsolidated subsidiaries | (605) | (162) |
Other comprehensive income | 50,513 | 21,539 |
Comprehensive income | 203,473 | |
Less: comprehensive loss attributable to noncontrolling interest | 0 | |
Comprehensive income (loss) attributable to LKQ stockholders | 203,473 | 157,817 |
Guarantors | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income | 135,438 | |
Less: net loss attributable to noncontrolling interest | 0 | |
Net income attributable to LKQ stockholders | 135,438 | 108,445 |
Other comprehensive income (loss): | ||
Foreign currency translation, net of tax | (2,183) | 3,878 |
Net change in unrealized gains/losses on cash flow hedges, net of tax | 0 | (133) |
Net change in unrealized gains/losses on pension plans, net of tax | 621 | 2,805 |
Net change in other comprehensive loss from unconsolidated subsidiaries | 0 | 0 |
Other comprehensive income | (2,804) | 940 |
Comprehensive income | 132,634 | |
Less: comprehensive loss attributable to noncontrolling interest | 0 | |
Comprehensive income (loss) attributable to LKQ stockholders | 132,634 | 109,385 |
Non-Guarantors | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income | 29,283 | |
Less: net loss attributable to noncontrolling interest | (197) | |
Net income attributable to LKQ stockholders | 29,480 | 47,453 |
Other comprehensive income (loss): | ||
Foreign currency translation, net of tax | 49,055 | 21,132 |
Net change in unrealized gains/losses on cash flow hedges, net of tax | 0 | 0 |
Net change in unrealized gains/losses on pension plans, net of tax | 0 | 236 |
Net change in other comprehensive loss from unconsolidated subsidiaries | (605) | (162) |
Other comprehensive income | 48,450 | 20,734 |
Comprehensive income | 77,733 | |
Less: comprehensive loss attributable to noncontrolling interest | (197) | |
Comprehensive income (loss) attributable to LKQ stockholders | 77,930 | 68,187 |
Eliminations | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net income | (164,918) | |
Less: net loss attributable to noncontrolling interest | 0 | |
Net income attributable to LKQ stockholders | (164,918) | (155,898) |
Other comprehensive income (loss): | ||
Foreign currency translation, net of tax | (46,872) | (25,010) |
Net change in unrealized gains/losses on cash flow hedges, net of tax | 0 | 133 |
Net change in unrealized gains/losses on pension plans, net of tax | (621) | (3,041) |
Net change in other comprehensive loss from unconsolidated subsidiaries | 605 | 162 |
Other comprehensive income | (45,646) | (21,674) |
Comprehensive income | (210,564) | |
Less: comprehensive loss attributable to noncontrolling interest | 0 | |
Comprehensive income (loss) attributable to LKQ stockholders | $ (210,564) | $ (177,572) |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | |||||
Cash and cash equivalents | $ 245,679 | $ 279,766 | $ 264,614 | $ 227,400 | |
Receivables, net | 1,211,788 | $ 1,065,617 | 1,027,106 | ||
Intercompany receivables, net | 0 | 0 | |||
Inventories | 2,401,309 | 2,380,783 | |||
Prepaid expenses and other current assets | 180,367 | 178,987 | 134,479 | ||
Total current assets | 4,039,143 | 3,822,134 | |||
Property, plant and equipment, net | 929,756 | 913,089 | |||
Intangible assets: | |||||
Goodwill | 3,572,198 | 3,536,511 | |||
Other intangibles, net | 740,804 | 743,769 | |||
Investment in subsidiaries | 0 | 0 | |||
Intercompany notes receivable | 0 | 0 | |||
Equity method investments | 208,210 | 208,404 | |||
Other assets | 146,067 | 142,965 | |||
Total assets | 9,636,178 | 9,366,872 | |||
Current liabilities: | |||||
Accounts payable | 812,661 | 788,613 | |||
Intercompany payables, net | 0 | 0 | |||
Accrued expenses: | |||||
Accrued payroll-related liabilities | 112,140 | 143,424 | |||
Other accrued expenses | 267,364 | 218,600 | |||
Refund liability | 99,179 | $ 83,019 | 0 | ||
Other current liabilities | 41,167 | 45,727 | |||
Current portion of long-term obligations | 142,277 | 126,360 | |||
Total current liabilities | 1,474,788 | 1,322,724 | |||
Long-term obligations, excluding current portion | 3,170,788 | 3,277,620 | |||
Intercompany notes payable | 0 | 0 | |||
Deferred income taxes | 242,226 | 252,359 | |||
Other noncurrent liabilities | 329,395 | 307,516 | |||
Total Company stockholders' equity | 4,406,587 | 4,198,169 | |||
Noncontrolling interest | 12,394 | 8,484 | |||
Total stockholders' equity | 4,418,981 | 4,206,653 | |||
Total liabilities and stockholders’ equity | 9,636,178 | 9,366,872 | |||
Parent | |||||
Current assets: | |||||
Cash and cash equivalents | 17,340 | 34,360 | 22,256 | 33,030 | |
Receivables, net | 843 | 0 | |||
Intercompany receivables, net | 6,747 | 2,669 | |||
Inventories | 0 | 0 | |||
Prepaid expenses and other current assets | 1,864 | 34,136 | |||
Total current assets | 26,794 | 71,165 | |||
Property, plant and equipment, net | 904 | 910 | |||
Intangible assets: | |||||
Goodwill | 0 | 0 | |||
Other intangibles, net | 0 | 0 | |||
Investment in subsidiaries | 5,355,015 | 5,952,687 | |||
Intercompany notes receivable | 1,143,818 | 1,156,550 | |||
Equity method investments | 0 | 0 | |||
Other assets | 79,657 | 70,590 | |||
Total assets | 6,606,188 | 7,251,902 | |||
Current liabilities: | |||||
Accounts payable | 8,407 | 5,742 | |||
Intercompany payables, net | 0 | 0 | |||
Accrued expenses: | |||||
Accrued payroll-related liabilities | 5,224 | 9,448 | |||
Other accrued expenses | 12,360 | 5,219 | |||
Refund liability | 0 | ||||
Other current liabilities | 6,224 | 282 | |||
Current portion of long-term obligations | 20,863 | 16,468 | |||
Total current liabilities | 53,078 | 37,159 | |||
Long-term obligations, excluding current portion | 1,956,376 | 2,095,826 | |||
Intercompany notes payable | 0 | 750,000 | |||
Deferred income taxes | 13,345 | 12,402 | |||
Other noncurrent liabilities | 176,802 | 158,346 | |||
Total Company stockholders' equity | 4,406,587 | 4,198,169 | |||
Total stockholders' equity | 4,406,587 | 4,198,169 | |||
Total liabilities and stockholders’ equity | 6,606,188 | 7,251,902 | |||
Guarantors | |||||
Current assets: | |||||
Cash and cash equivalents | 28,975 | 35,131 | 24,529 | 35,360 | |
Receivables, net | 372,264 | 290,958 | |||
Intercompany receivables, net | 0 | 3,010 | |||
Inventories | 1,319,468 | 1,334,766 | |||
Prepaid expenses and other current assets | 94,231 | 44,849 | |||
Total current assets | 1,814,938 | 1,708,714 | |||
Property, plant and equipment, net | 569,829 | 563,262 | |||
Intangible assets: | |||||
Goodwill | 2,005,814 | 2,010,209 | |||
Other intangibles, net | 289,057 | 291,036 | |||
Investment in subsidiaries | 105,772 | 102,931 | |||
Intercompany notes receivable | 32,777 | 782,638 | |||
Equity method investments | 336 | 336 | |||
Other assets | 36,403 | 33,597 | |||
Total assets | 4,854,926 | 5,492,723 | |||
Current liabilities: | |||||
Accounts payable | 358,971 | 340,951 | |||
Intercompany payables, net | 21,170 | 230 | |||
Accrued expenses: | |||||
Accrued payroll-related liabilities | 34,590 | 65,811 | |||
Other accrued expenses | 101,274 | 95,900 | |||
Refund liability | 54,270 | ||||
Other current liabilities | 19,255 | 27,066 | |||
Current portion of long-term obligations | 1,912 | 1,912 | |||
Total current liabilities | 591,442 | 531,870 | |||
Long-term obligations, excluding current portion | 7,341 | 7,372 | |||
Intercompany notes payable | 657,601 | 677,708 | |||
Deferred income taxes | 115,736 | 116,021 | |||
Other noncurrent liabilities | 102,559 | 101,189 | |||
Total Company stockholders' equity | 3,380,247 | 4,058,563 | |||
Total stockholders' equity | 3,380,247 | 4,058,563 | |||
Total liabilities and stockholders’ equity | 4,854,926 | 5,492,723 | |||
Non-Guarantors | |||||
Current assets: | |||||
Cash and cash equivalents | 199,364 | 210,275 | 217,829 | 159,010 | |
Receivables, net | 838,681 | 736,148 | |||
Intercompany receivables, net | 21,170 | 230 | |||
Inventories | 1,081,841 | 1,046,017 | |||
Prepaid expenses and other current assets | 84,272 | 55,494 | |||
Total current assets | 2,225,328 | 2,048,164 | |||
Property, plant and equipment, net | 359,023 | 348,917 | |||
Intangible assets: | |||||
Goodwill | 1,566,384 | 1,526,302 | |||
Other intangibles, net | 451,747 | 452,733 | |||
Investment in subsidiaries | 0 | 0 | |||
Intercompany notes receivable | 0 | 0 | |||
Equity method investments | 207,874 | 208,068 | |||
Other assets | 30,007 | 38,778 | |||
Total assets | 4,840,363 | 4,622,962 | |||
Current liabilities: | |||||
Accounts payable | 445,283 | 441,920 | |||
Intercompany payables, net | 6,747 | 5,679 | |||
Accrued expenses: | |||||
Accrued payroll-related liabilities | 72,326 | 68,165 | |||
Other accrued expenses | 153,730 | 117,481 | |||
Refund liability | 44,909 | ||||
Other current liabilities | 15,688 | 18,379 | |||
Current portion of long-term obligations | 119,502 | 107,980 | |||
Total current liabilities | 858,185 | 759,604 | |||
Long-term obligations, excluding current portion | 1,207,071 | 1,174,422 | |||
Intercompany notes payable | 518,994 | 511,480 | |||
Deferred income taxes | 113,145 | 123,936 | |||
Other noncurrent liabilities | 50,034 | 47,981 | |||
Total Company stockholders' equity | 2,080,540 | 1,997,055 | |||
Noncontrolling interest | 12,394 | 8,484 | |||
Total stockholders' equity | 2,092,934 | 2,005,539 | |||
Total liabilities and stockholders’ equity | 4,840,363 | 4,622,962 | |||
Eliminations | |||||
Current assets: | |||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 | |
Receivables, net | 0 | 0 | |||
Intercompany receivables, net | (27,917) | (5,909) | |||
Inventories | 0 | 0 | |||
Prepaid expenses and other current assets | 0 | 0 | |||
Total current assets | (27,917) | (5,909) | |||
Property, plant and equipment, net | 0 | 0 | |||
Intangible assets: | |||||
Goodwill | 0 | 0 | |||
Other intangibles, net | 0 | 0 | |||
Investment in subsidiaries | (5,460,787) | (6,055,618) | |||
Intercompany notes receivable | (1,176,595) | (1,939,188) | |||
Equity method investments | 0 | 0 | |||
Other assets | 0 | 0 | |||
Total assets | (6,665,299) | (8,000,715) | |||
Current liabilities: | |||||
Accounts payable | 0 | 0 | |||
Intercompany payables, net | (27,917) | (5,909) | |||
Accrued expenses: | |||||
Accrued payroll-related liabilities | 0 | 0 | |||
Other accrued expenses | 0 | 0 | |||
Refund liability | 0 | ||||
Other current liabilities | 0 | 0 | |||
Current portion of long-term obligations | 0 | 0 | |||
Total current liabilities | (27,917) | (5,909) | |||
Long-term obligations, excluding current portion | 0 | 0 | |||
Intercompany notes payable | (1,176,595) | (1,939,188) | |||
Deferred income taxes | 0 | 0 | |||
Other noncurrent liabilities | 0 | 0 | |||
Total Company stockholders' equity | (5,460,787) | (6,055,618) | |||
Total stockholders' equity | (5,460,787) | (6,055,618) | |||
Total liabilities and stockholders’ equity | $ (6,665,299) | $ (8,000,715) |
Condensed Consolidating State88
Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by operating activities | $ 145,163 | $ 172,293 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property, plant and equipment | (62,189) | (44,398) | |
Investment and intercompany note activity with subsidiaries | 0 | 0 | |
Acquisitions, net of cash acquired | (2,966) | (77,056) | |
Proceeds from disposal of businness/investment | 301,297 | $ 301,000 | |
Payments of deferred purchase price on receivables securitization | 0 | 0 | |
Other investing activities, net | 534 | 1,314 | |
Net cash (used in) provided by investing activities | (64,621) | 181,157 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from exercise of stock options | 2,255 | 2,464 | |
Taxes paid related to net share settlements of stock-based compensation awards | (3,292) | (3,644) | |
Debt issuance costs | (724) | ||
Borrowings under revolving credit facilities | 201,669 | 45,239 | |
Repayments under revolving credit facilities | (321,525) | (389,313) | |
Repayments under term loans | (4,405) | (9,295) | |
Repayments under receivables securitization facility | (150) | ||
(Repayments) borrowings of other debt, net | 4,409 | 23,313 | |
Other financing activities, net | 4,107 | 5,000 | |
Investment and intercompany note activity with parent | 0 | 0 | |
Dividends | 0 | 0 | |
Net cash used in financing activities | (117,506) | (326,386) | |
Effect of exchange rate changes on cash and cash equivalents | 2,877 | 3,034 | |
Net increase (decrease) in cash and equivalents | (34,087) | 30,098 | |
Cash and cash equivalents of continuing operations, beginning of period | 279,766 | 227,400 | 227,400 |
Add: Cash and cash equivalents of discontinued operations, beginning of period | 0 | 7,116 | 7,116 |
Cash and cash equivalents, end of period | 245,679 | 264,614 | 279,766 |
Parent | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by operating activities | 95,942 | 118,537 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property, plant and equipment | (163) | 0 | |
Investment and intercompany note activity with subsidiaries | 24,333 | 249,828 | |
Acquisitions, net of cash acquired | 0 | 0 | |
Proceeds from disposal of businness/investment | 0 | ||
Payments of deferred purchase price on receivables securitization | 0 | 0 | |
Other investing activities, net | 0 | 0 | |
Net cash (used in) provided by investing activities | 24,170 | 249,828 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from exercise of stock options | 2,255 | 2,464 | |
Taxes paid related to net share settlements of stock-based compensation awards | (3,292) | (3,644) | |
Debt issuance costs | (724) | ||
Borrowings under revolving credit facilities | 161,000 | 10,000 | |
Repayments under revolving credit facilities | (291,966) | (376,966) | |
Repayments under term loans | (4,405) | (9,295) | |
Repayments under receivables securitization facility | 0 | ||
(Repayments) borrowings of other debt, net | 0 | (1,698) | |
Other financing activities, net | 0 | ||
Investment and intercompany note activity with parent | 0 | 0 | |
Dividends | 0 | 0 | |
Net cash used in financing activities | (137,132) | (379,139) | |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | |
Net increase (decrease) in cash and equivalents | (17,020) | (10,774) | |
Cash and cash equivalents of continuing operations, beginning of period | 34,360 | 33,030 | 33,030 |
Add: Cash and cash equivalents of discontinued operations, beginning of period | 0 | 0 | |
Cash and cash equivalents, end of period | 17,340 | 22,256 | 34,360 |
Guarantors | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by operating activities | 96,517 | 106,243 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property, plant and equipment | (29,908) | (18,226) | |
Investment and intercompany note activity with subsidiaries | 0 | 0 | |
Acquisitions, net of cash acquired | (2,966) | (74,937) | |
Proceeds from disposal of businness/investment | 305,740 | ||
Payments of deferred purchase price on receivables securitization | 7,456 | 6,362 | |
Other investing activities, net | (145) | 1,008 | |
Net cash (used in) provided by investing activities | (25,563) | 219,947 | |
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 | |
Repayments under term loans | 0 | 0 | |
Repayments under receivables securitization facility | 0 | ||
(Repayments) borrowings of other debt, net | (30) | (1,099) | |
Other financing activities, net | 5,000 | ||
Investment and intercompany note activity with parent | (21,759) | (246,463) | |
Dividends | (54,995) | (94,638) | |
Net cash used in financing activities | (76,784) | (337,200) | |
Effect of exchange rate changes on cash and cash equivalents | (326) | 30 | |
Net increase (decrease) in cash and equivalents | (6,156) | (10,980) | |
Cash and cash equivalents of continuing operations, beginning of period | 35,131 | 35,360 | 35,360 |
Add: Cash and cash equivalents of discontinued operations, beginning of period | 149 | 149 | |
Cash and cash equivalents, end of period | 28,975 | 24,529 | 35,131 |
Non-Guarantors | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by operating activities | 243 | 35,789 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property, plant and equipment | (32,118) | (26,172) | |
Investment and intercompany note activity with subsidiaries | 0 | 0 | |
Acquisitions, net of cash acquired | 0 | (2,119) | |
Proceeds from disposal of businness/investment | (4,443) | ||
Payments of deferred purchase price on receivables securitization | 0 | 0 | |
Other investing activities, net | 679 | 306 | |
Net cash (used in) provided by investing activities | (31,439) | (32,428) | |
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 | 40,669 | 35,239 | |
Repayments under revolving credit facilities | (29,559) | (12,347) | |
Repayments under term loans | 0 | 0 | |
Repayments under receivables securitization facility | (150) | ||
(Repayments) borrowings of other debt, net | 4,439 | 26,110 | |
Other financing activities, net | 4,107 | 0 | |
Investment and intercompany note activity with parent | (2,574) | (3,365) | |
Dividends | 0 | 0 | |
Net cash used in financing activities | 17,082 | 45,487 | |
Effect of exchange rate changes on cash and cash equivalents | 3,203 | 3,004 | |
Net increase (decrease) in cash and equivalents | (10,911) | 51,852 | |
Cash and cash equivalents of continuing operations, beginning of period | 210,275 | 159,010 | 159,010 |
Add: Cash and cash equivalents of discontinued operations, beginning of period | 6,967 | 6,967 | |
Cash and cash equivalents, end of period | 199,364 | 217,829 | 210,275 |
Continuing and Discontinued Operations | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Cash and cash equivalents of continuing operations, beginning of period | 234,516 | 234,516 | |
Continuing and Discontinued Operations | Parent | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Cash and cash equivalents of continuing operations, beginning of period | 33,030 | 33,030 | |
Continuing and Discontinued Operations | Guarantors | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Cash and cash equivalents of continuing operations, beginning of period | 35,509 | 35,509 | |
Continuing and Discontinued Operations | Non-Guarantors | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Cash and cash equivalents of continuing operations, beginning of period | 165,977 | 165,977 | |
Eliminations | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash provided by operating activities | (47,539) | (88,276) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property, plant and equipment | 0 | 0 | |
Investment and intercompany note activity with subsidiaries | (24,333) | (249,828) | |
Acquisitions, net of cash acquired | 0 | 0 | |
Proceeds from disposal of businness/investment | 0 | ||
Payments of deferred purchase price on receivables securitization | (7,456) | (6,362) | |
Other investing activities, net | 0 | 0 | |
Net cash (used in) provided by investing activities | (31,789) | (256,190) | |
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 | |
Repayments under term loans | 0 | 0 | |
Repayments under receivables securitization facility | 0 | ||
(Repayments) borrowings of other debt, net | 0 | 0 | |
Other financing activities, net | 0 | ||
Investment and intercompany note activity with parent | 24,333 | 249,828 | |
Dividends | 54,995 | 94,638 | |
Net cash used in financing activities | 79,328 | 344,466 | |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | |
Net increase (decrease) in cash and equivalents | 0 | 0 | |
Cash and cash equivalents of continuing operations, beginning of period | 0 | 0 | 0 |
Add: Cash and cash equivalents of discontinued operations, beginning of period | 0 | 0 | |
Cash and cash equivalents, end of period | $ 0 | $ 0 | $ 0 |