Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 04, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | FLT | |
Entity Registrant Name | FLEETCOR TECHNOLOGIES INC | |
Entity Central Index Key | 1,175,454 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 92,791,739 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 405,435 | $ 447,152 |
Restricted cash | 199,319 | 167,492 |
Accounts receivable (less allowance for doubtful accounts of $30,072 and $21,903 at September 30, 2016 and December 31, 2015, respectively) | 1,334,686 | 638,954 |
Securitized accounts receivable—restricted for securitization investors | 656,000 | 614,000 |
Prepaid expenses and other current assets | 80,837 | 68,113 |
Deferred income taxes | 8,879 | 8,913 |
Total current assets | 2,685,156 | 1,944,624 |
Property and equipment | 251,394 | 163,569 |
Less accumulated depreciation and amortization | (106,908) | (82,809) |
Net property and equipment | 144,486 | 80,760 |
Goodwill | 4,183,981 | 3,546,034 |
Other intangibles, net | 2,758,877 | 2,183,595 |
Equity method investment | 79,717 | 76,568 |
Other assets | 63,837 | 58,225 |
Total assets | 9,916,054 | 7,889,806 |
Current liabilities: | ||
Accounts payable | 1,230,339 | 669,528 |
Accrued expenses | 206,386 | 150,677 |
Customer deposits | 595,405 | 507,233 |
Securitization facility | 656,000 | 614,000 |
Current portion of notes payable and other obligations | 727,763 | 261,100 |
Other current liabilities | 39,080 | 44,936 |
Total current liabilities | 3,454,973 | 2,247,474 |
Notes payable and other obligations, less current portion | 2,552,357 | 2,059,900 |
Deferred income taxes | 692,221 | 713,428 |
Other noncurrent liabilities | 37,982 | 38,957 |
Total noncurrent liabilities | 3,282,560 | 2,812,285 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value; 475,000,000 shares authorized; 121,188,761 shares issued and 92,765,739 shares outstanding at September 30, 2016; and 120,539,041 shares issued and 92,376,335 shares outstanding at December 31, 2015 | 121 | 121 |
Additional paid-in capital | 2,057,562 | 1,988,917 |
Retained earnings | 2,123,297 | 1,766,336 |
Accumulated other comprehensive loss | (612,150) | (570,811) |
Less treasury stock, 28,423,022 and 28,162,706 shares at September 30, 2016 and December 31, 2015, respectively | (390,309) | (354,516) |
Total stockholders’ equity | 3,178,521 | 2,830,047 |
Total liabilities and stockholders’ equity | $ 9,916,054 | $ 7,889,806 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 30,072 | $ 21,903 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 475,000,000 | 475,000,000 |
Common stock, shares issued (in shares) | 121,188,761 | 120,539,041 |
Common stock, shares outstanding (in shares) | 92,765,739 | 92,376,335 |
Treasury stock, shares (in shares) | 28,423,022 | 28,162,706 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 484,426 | $ 451,493 | $ 1,316,593 | $ 1,272,264 |
Expenses: | ||||
Merchant commissions | 28,214 | 31,726 | 78,755 | 80,777 |
Processing | 96,233 | 90,959 | 256,738 | 246,879 |
Selling | 34,180 | 27,383 | 92,680 | 81,011 |
General and administrative | 77,904 | 66,142 | 209,084 | 199,252 |
Depreciation and amortization | 57,084 | 48,526 | 141,848 | 145,435 |
Other operating, net | (244) | (1,703) | (690) | (2,475) |
Operating income | 191,055 | 188,460 | 538,178 | 521,385 |
Equity method investment loss (income) | 2,744 | 6,108 | (2,247) | 13,926 |
Other expense (income), net | 293 | (168) | 1,056 | 2,345 |
Interest expense, net | 17,814 | 17,163 | 49,905 | 54,818 |
Total other expense | 20,851 | 23,103 | 48,714 | 71,089 |
Income before income taxes | 170,204 | 165,357 | 489,464 | 450,296 |
Provision for income taxes | 40,586 | 48,587 | 132,503 | 140,695 |
Net income | $ 129,618 | $ 116,770 | $ 356,961 | $ 309,601 |
Earnings per share: | ||||
Basic earnings per share (in dollars per share) | $ 1.40 | $ 1.27 | $ 3.85 | $ 3.37 |
Diluted earnings per share (in dollars per share) | $ 1.36 | $ 1.24 | $ 3.75 | $ 3.29 |
Weighted average shares outstanding: | ||||
Basic weighted average shares outstanding (in shares) | 92,631 | 92,110 | 92,604 | 91,923 |
Diluted weighted average shares outstanding (in shares) | 95,307 | 94,157 | 95,204 | 94,069 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 129,618 | $ 116,770 | $ 356,961 | $ 309,601 |
Other comprehensive loss: | ||||
Foreign currency translation loss, net of tax | (52,409) | (163,030) | (41,339) | (263,968) |
Total other comprehensive loss | (52,409) | (163,030) | (41,339) | (263,968) |
Total comprehensive income (loss) | $ 77,209 | $ (46,260) | $ 315,622 | $ 45,633 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating activities | ||
Net income | $ 356,961 | $ 309,601 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 25,706 | 22,941 |
Stock-based compensation | 50,025 | 44,387 |
Provision for losses on accounts receivable | 24,512 | 18,287 |
Amortization of deferred financing costs and discounts | 5,568 | 5,295 |
Amortization of intangible assets | 112,455 | 120,055 |
Amortization of premium on receivables | 3,687 | 2,439 |
Deferred income taxes | (23,566) | (27,640) |
Equity method investment loss (income) | (2,247) | 13,926 |
Other non-cash operating income | (690) | (2,476) |
Changes in operating assets and liabilities (net of acquisitions): | ||
Restricted cash | (28,744) | 5,697 |
Accounts receivable | (527,255) | (71,310) |
Prepaid expenses and other current assets | (1,291) | 2,724 |
Other assets | (9,115) | (3,297) |
Excess tax benefits related to stock-based compensation | 0 | (24,455) |
Accounts payable, accrued expenses and customer deposits | 418,280 | 108,278 |
Net cash provided by operating activities | 404,286 | 524,452 |
Investing activities | ||
Acquisitions, net of cash acquired | (1,331,079) | (9,239) |
Purchases of property and equipment | (41,877) | (29,526) |
Other | 1,411 | (7,782) |
Net cash used in investing activities | (1,371,545) | (46,547) |
Financing activities | ||
Excess tax benefits related to stock-based compensation | 0 | 24,455 |
Proceeds from issuance of common stock | 18,620 | 13,977 |
Repurchase of common stock | (35,492) | 0 |
Borrowings (payments) on securitization facility, net | 42,000 | (10,000) |
Deferred financing costs paid | (2,272) | 0 |
Borrowings from notes payable | 600,000 | 0 |
Principal payments on notes payable | (85,125) | (77,625) |
Borrowings from revolver – A Facility | 1,105,107 | 0 |
Payments on revolver – A Facility | (670,940) | (411,818) |
Borrowings (payments) on swing line of credit, net | 5,188 | (601) |
Payment of contingent consideration | 0 | (40,310) |
Other | (673) | (342) |
Net cash provided by (used in) financing activities | 976,413 | (502,264) |
Effect of foreign currency exchange rates on cash | (50,871) | (30,320) |
Net decrease in cash and cash equivalents | (41,717) | (54,679) |
Cash and cash equivalents, beginning of period | 447,152 | 477,069 |
Cash and cash equivalents, end of period | 405,435 | 422,390 |
Supplemental cash flow information | ||
Cash paid for interest | 48,525 | 55,959 |
Cash paid for income taxes | $ 79,599 | $ 47,339 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation Throughout this report, the terms “our,” “we,” “us,” and the “Company” refers to FleetCor Technologies, Inc. and its subsidiaries. The Company prepared the accompanying interim consolidated financial statements in accordance with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”). The unaudited consolidated financial statements reflect all adjustments considered necessary for fair presentation. These adjustments consist primarily of normal recurring accruals and estimates that impact the carrying value of assets and liabilities. Actual results may differ from these estimates. Operating results for the three and nine month periods ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 . The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 . Foreign Currency Translation Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the rates of exchange in effect at period-end. The related translation adjustments are made directly to accumulated other comprehensive income. Income and expenses are translated at the average monthly rates of exchange in effect during the period. Gains and losses from foreign currency transactions of these subsidiaries are included in net income. The Company recognized foreign exchange losses of $0.7 million for the three months ended September 30, 2016 and no foreign exchange losses or gains for the three months ended September 30, 2015 . The Company recognized foreign exchange losses of $1.5 million and $2.6 million for the nine months ended September 30, 2016 and 2015 , respectively, which are recorded within other expense, net in the Unaudited Consolidated Statements of Income. Revision of Previously Issued Financial Statements As discussed in footnote 2 to the Company's 2015 consolidated financial statements, the Company corrected a misstatement in other comprehensive income to properly reflect the translation of goodwill and certain acquired intangible assets. Other comprehensive income for the three and nine months ended September 30, 2015 has been revised from our previously reported loss of $89.5 million and $175.7 million , respectively, to be consistent with the presentation in the December 31, 2015 financial statements. The Company does not believe this revision is material to any prior period financial statements. Certain amounts related to transactions with our equity method investment have been reclassified to conform to current period presentation in the Consolidated Statements of Cash Flows within investing activities. Adoption of New Accounting Standards Going Concern In August 2013, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-15 “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”, which requires entities to perform interim and annual assessments of the entity’s ability to continue as a going concern within one year of the date of issuance of the entity’s financial statements. This ASU is effective for fiscal years ending after December 15, 2016 and interim periods thereafter, with early adoption permitted. The Company’s adoption of this ASU is not expected to have a material impact on the results of operations, financial condition, or cash flows, as it is disclosure based. Revenue Recognition In May 2014, the FASB issued Accounting Standards Codification ("ASC") 606, “Revenue from Contracts with Customers”, which amends the guidance in former ASC 605, Revenue Recognition. This amended guidance requires revenue to be recognized in an amount that reflects the consideration to which the company expects to be entitled for those goods and services when the performance obligation has been satisfied. This amended guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and related cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers: Deferral of the Effective Date”, which defers the effective date of the new revenue recognition standard by one year. In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”, which clarifies how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. In April 2016, the FASB issued ASU 2016-10, "Identifying Performance Obligations and Licensing", which clarifies the accounting for intellectual property licenses and identifying performance obligations. In May 2016, the FASB issued ASU 2016-11, "Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting", which rescinds certain SEC guidance in response to announcements made by the SEC staff at the EITF's March 3, 2016 meeting and ASU 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients", which clarifies the guidance on collectibility, non-cash consideration, the presentation of sales and other similar taxes collected from customers and contract modifications and completed contracts at transition. Additionally, ASU 2016-12 clarifies that entities electing the full retrospective transition method would no longer be required to disclose the effect of the change in accounting principle on the period of adoption; however, entities would still be required to disclose the effects on preadoption periods that were retrospectively adjusted. These ASUs are effective for the Company for reporting periods beginning after December 15, 2017, but permit companies the option to adopt as of the original effective date. The Company is currently evaluating the impact of the provisions of ASC 606. The guidance permits the use of either a retrospective or cumulative effect transition method. The Company anticipates selecting the modified retrospective method during transition and is currently evaluating the impact of the provisions of ASC 606 on the results of operations, financial condition, and cash flows. Simplification of Guidance on Debt Issuance Costs In April 2015, the FASB issued ASU 2015-3, “Interest—Imputation of Interest”, which changes the presentation of debt issuance costs in financial statements as a direct deduction from the related debt liability rather than as an asset. This ASU is effective for us for fiscal years ending after December 15, 2015 and interim periods. Early adoption is permitted. In August 2015, the FASB issued ASU 2015-15, “Interest-Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements”, which is effective immediately. The SEC staff clarified that entities may continue presenting unamortized debt issuance costs for line-of-credit arrangements as an asset. The Company adopted this new guidance on January 1, 2016. As a result of the adoption of this ASU, $0.6 million and $1.5 million of unamortized debt issuance costs were retrospectively adjusted from prepaid expenses and other current assets to the current portion of notes payable and lines of credit and other assets to notes payable and other obligations, less current portion, respectively, in the Company’s Consolidated Balance Sheet as of December 31, 2015. Simplification of Balance Sheet Classification of Deferred Taxes In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”, which requires entities to present deferred tax assets (DTAs) and deferred tax liabilities (DTLs) as noncurrent in a classified balance sheet. It thus simplifies the current guidance, which requires entities to separately present DTAs and DTLs as current or noncurrent in a classified balance sheet. Netting of DTAs and DTLs by tax jurisdiction is still required under the new guidance. This ASU is effective for the Company for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Company’s adoption of this ASU in 2017 is not expected to have a material impact on the results of operations, financial condition, or cash flows. Accounting for Leases In February 2016, the FASB issued ASU 2016-02, “Leases”, which requires lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases. This ASU also requires disclosures to provide additional information about the amounts recorded in the financial statements. This ASU is effective for the Company for annual periods beginning after December 15, 2018 and interim periods therein. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition and requires application of the new guidance for leases that exist or are entered into after the beginning of the earliest comparative period presented. The Company is currently evaluating the impact of this ASU on the results of operations, financial condition, or cash flows. Accounting for Breakage In March 2016, the FASB issued ASU 2016-04, “Liabilities-Extinguishments of Liabilities: Recognition of Breakage for Certain Prepaid Stored-Value Products”, which requires entities that sell prepaid stored value products redeemable for goods, services or cash at third-party merchants to derecognize liabilities related to those products for breakage. This ASU is effective for the Company for reporting periods beginning after December 15, 2017. Early adoption is permitted. The ASU must be adopted using either a modified retrospective approach with a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption or a full retrospective approach. The Company’s adoption of this ASU is not expected to have a material impact on the results of operations, financial condition, or cash flows. Accounting for Employee Stock-Based Payment In March 2016, the FASB issued ASU 2016-09, "Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting", which requires excess tax benefits recognized on stock-based compensation expense be reflected in the consolidated statements of operations as a component of the provision for income taxes on a prospective basis. ASU 2016-09 also requires excess tax benefits recognized on stock-based compensation expense be classified as an operating activity in the consolidated statements of cash flows rather than a financing activity. Companies can elect to apply this provision retrospectively or prospectively. ASU 2016-09 also requires entities to elect whether to account for forfeitures as they occur or estimate expected forfeitures over the course of a vesting period. This ASU is effective for the Company for annual periods beginning after December 15, 2016. Early adoption is permitted. During the third quarter of 2016, the Company elected to early adopt ASU 2016-09. The adoption of this ASU resulted in excess tax benefits being recorded as a reduction of income tax expense prospectively for all periods during 2016, rather than additional paid in capital, and an increase in the number of dilutive shares outstanding at the end of each period, which resulted in an increase to diluted earnings per share during the respective period. As required by ASU 2016-09, excess tax benefits recognized on stock-based compensation expense are classified as an operating activity in our consolidated statements of cash flows on a prospective basis within changes in accounts payable, accrued expenses and customer deposits. In accordance with ASU 2016-09, prior periods related to the classification of excess tax benefits have not been adjusted. The Company also elected to account for forfeitures as they occur, rather than estimate expected forfeitures over the course of a vesting period. As a result of the adoption of ASU 2016-09, the net cumulative effect of this change was not material. The following table shows the impact of retrospectively applying ASU 2016-09 to the previously issued consolidated statements of operations for the three month period ended March 31 and the three and six month periods ended June 30 (in thousands, except per share amounts): Three Months Ended March 31, 2016 Three Months Ended June 30, 2016 As Previously Reported Adjustments As Recast As Previously Reported Adjustments As Recast Income before income taxes $ 156,912 $ — $ 156,912 $ 162,348 $ — $ 162,348 Provision for income taxes 46,940 (1,118 ) 45,822 48,163 (2,068 ) 46,095 Net income $ 109,972 $ 1,118 $ 111,090 $ 114,185 $ 2,068 $ 116,253 Earnings per share: Basic earnings per share $ 1.19 $ 0.01 $ 1.20 $ 1.23 $ 0.02 $ 1.25 Diluted earnings per share $ 1.17 $ — $ 1.17 $ 1.21 $ 0.01 $ 1.22 Weighted average common shares outstanding: Basic 92,516 — 92,516 92,665 — 92,665 Diluted 94,329 701 95,030 94,549 729 95,279 Six Months Ended June 30, 2016 As Previously Reported Adjustments As Recast Income before income taxes $ 319,260 $ — $ 319,260 Provision for income taxes 95,103 (3,186 ) $ 91,917 Net income $ 224,157 $ 3,186 $ 227,343 Earnings per share: Basic earnings per share $ 2.42 $ 0.04 $ 2.46 Diluted earnings per share $ 2.37 $ 0.02 $ 2.39 Weighted average common shares outstanding: Basic 92,591 — 92,591 Diluted 94,433 703 95,137 The following table shows the impact of retrospectively applying this guidance to the Consolidated Statement of Cash flows for the three months ended March 31, 2016 and six months ended June 30, 2016 (in thousands): . Three Months Ended March 31, 2016 Six Months Ended June 30, 2016 As Previously Reported Adjustments As Recast As Previously Reported Adjustments As Recast Net cash provided by operating activities $ 121,505 $ 1,118 $ 122,623 $ 208,856 $ 3,186 $ 212,042 Net cash used in investing activities (20,745 ) — (20,745 ) (37,924 ) — (37,924 ) Net cash used in financing activities (157,389 ) (1,118 ) (158,507 ) (118,303 ) (3,186 ) (121,489 ) Effect of foreign currency exchange rates on cash 8,795 — 8,795 (6,696 ) — (6,696 ) Net (decrease) increase in cash $ (47,834 ) $ — $ (47,834 ) $ 45,933 $ — $ 45,933 Cash Flow Classification In August 2016, the FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments", which amends the guidance in ASC 230, Statement of Cash Flows. This amended guidance reduces the diversity in practice that has resulted from the lack of consistent principles related to the classification of certain cash receipts and payments in the statement of cash flows. This ASU is effective for the Company for reporting periods beginning after December 15, 2017. Early adoption is permitted. Entities must apply the guidance retrospectively to all periods presented but may apply it prospectively from the earliest date practicable if retrospective application would be impracticable. The Company’s adoption of this ASU is not expected to have a material impact on the results of operations, financial condition, or cash flows. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable The Company maintains a $950 million revolving trade accounts receivable Securitization Facility. Accounts receivable collateralized within our Securitization Facility relate to trade receivables resulting from charge card activity. Pursuant to the terms of the Securitization Facility, the Company transfers certain of its domestic receivables, on a revolving basis, to FleetCor Funding LLC (Funding) a wholly-owned bankruptcy remote subsidiary. In turn, Funding sells, without recourse, on a revolving basis, up to $950 million of undivided ownership interests in this pool of accounts receivable to a multi-seller, asset-backed commercial paper conduit (Conduit). Funding maintains a subordinated interest, in the form of over-collateralization, in a portion of the receivables sold to the Conduit. Purchases by the Conduit are financed with the sale of highly-rated commercial paper. The Company utilizes proceeds from the sale of its accounts receivable as an alternative to other forms of financing to reduce its overall borrowing costs. The Company has agreed to continue servicing the sold receivables for the financial institution at market rates, which approximates the Company’s cost of servicing. The Company retains a residual interest in the accounts receivable sold as a form of credit enhancement. The residual interest’s fair value approximates carrying value due to its short-term nature. Funding determines the level of funding achieved by the sale of trade accounts receivable, subject to a maximum amount. The Company’s consolidated balance sheets and statements of income reflect the activity related to securitized accounts receivable and the corresponding securitized debt, including interest income, fees generated from late payments, provision for losses on accounts receivable and interest expense. The cash flows from borrowings and repayments, associated with the securitized debt, are presented as cash flows from financing activities. The Company’s accounts receivable and securitized accounts receivable include the following at September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 December 31, 2015 Gross domestic accounts receivable $ 627,138 $ 338,275 Gross domestic securitized accounts receivable 656,000 614,000 Gross foreign receivables 737,620 322,582 Total gross receivables 2,020,758 1,274,857 Less allowance for doubtful accounts (30,072 ) (21,903 ) Net accounts and securitized accounts receivable $ 1,990,686 $ 1,252,954 A rollforward of the Company’s allowance for doubtful accounts related to accounts receivable for nine months ended September 30 is as follows (in thousands): 2016 2015 Allowance for doubtful accounts beginning of period $ 21,903 $ 23,842 Provision for bad debts 24,512 18,287 Write-offs (16,343 ) (19,586 ) Allowance for doubtful accounts end of period $ 30,072 $ 22,543 Foreign receivables are not included in the Company’s accounts receivable securitization program. At September 30, 2016 and December 31, 2015 , there was $656 million and $614 million , respectively, of short-term debt outstanding under the Company’s accounts receivable Securitization Facility. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is a market-based measurement that reflects assumptions that market participants would use in pricing an asset or liability. GAAP discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). These valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. As the basis for evaluating such inputs, a three-tier value hierarchy prioritizes the inputs used in measuring fair value as follows: • Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets. • Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. • Level 3: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following table presents the Company’s financial assets and liabilities which are measured at fair values on a recurring basis as of September 30, 2016 and December 31, 2015 , (in thousands). Fair Value Level 1 Level 2 Level 3 September 30, 2016 Assets: Repurchase agreements $ 142,379 $ — $ 142,379 $ — Money market 55,159 — 55,159 — Certificates of deposit 46 — 46 — Total cash equivalents $ 197,584 $ — $ 197,584 $ — December 31, 2015 Assets: Repurchase agreements $ 144,082 $ — $ 144,082 $ — Money market 55,062 — 55,062 — Certificates of deposit 9,373 — 9,373 — Total cash equivalents $ 208,517 $ — $ 208,517 $ — The Company has highly liquid investments classified as cash equivalents, with original maturities of 90 days or less, included in our Consolidated Balance Sheets. The Company utilizes Level 2 fair value determinations derived from directly or indirectly observable (market based) information to determine the fair value of these highly liquid investments. The Company has certain cash and cash equivalents that are invested on an overnight basis in repurchase agreements, money markets and certificates of deposit. The value of overnight repurchase agreements is determined based upon the quoted market prices for the treasury securities associated with the repurchase agreements. The value of money market instruments is the financial institutions' month-end statement, as these instruments are not tradeable and must be settled directly by us with the respective financial institution. Certificates of deposit are valued at cost, plus interest accrued. Given the short term nature of these instruments, the carrying value approximates fair value. The level within the fair value hierarchy and the measurement technique are reviewed quarterly. Transfers between levels are deemed to have occurred at the end of the quarter. There were no transfers between fair value levels during the periods presented for 2016 and 2015 . The Company’s nonfinancial assets that are measured at fair value on a nonrecurring basis include those in connection with periodic testing for impairment include property, plant and equipment, equity method investment, goodwill and other intangible assets. While completing the preliminary acquisition accounting in 2016, the Company generally uses projected cash flows, discounted as appropriate, to estimate the fair values of the assets acquired and liabilities assumed using key inputs such as management’s projections of cash flows on a held-and-used basis (if applicable), management’s projections of cash flows upon disposition and discount rates. Accordingly, these fair value measurements are in Level 3 of the fair value hierarchy. The fair value of the Company’s cash, accounts receivable, securitized accounts receivable and related facility, prepaid expenses and other current assets, accounts payable, accrued expenses, customer deposits and short-term borrowings approximate their respective carrying values due to the short-term maturities of the instruments. The carrying value of the Company’s debt obligations approximates fair value as the interest rates on the debt are variable market based interest rates that reset on a quarterly basis. These are each Level 2 fair value measurements, except for cash, which is a Level 1 fair value measurement. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity On February 4, 2016, the Company's Board of Directors approved a stock repurchase program (the "Program") under which the Company may begin purchasing up to an aggregate of $500 million of its common stock over the following 18 month period. Any stock repurchases may be made at times and in such amounts as deemed appropriate. The timing and amount of stock repurchases, if any, will depend on a variety of factors including the stock price, market conditions, corporate and regulatory requirements, and any additional constraints related to material inside information that the Company may possess. Any repurchases are expected to be funded by available cash flow from the business and working capital. There were 259,145 shares totaling $35.5 million repurchased under the Program during the nine months ended September 30, 2016 . |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company has Stock Incentive Plans (the "Plans") pursuant to which the Company’s board of directors may grant stock options or restricted stock to employees. The table below summarizes the expense recognized related to stock-based payments recognized for the three and nine month periods ended September 30 (in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Stock options $ 8,304 $ 4,348 $ 25,942 $ 13,190 Restricted stock 9,101 9,539 24,083 31,197 Stock-based compensation $ 17,405 $ 13,887 $ 50,025 $ 44,387 The tax benefits recorded on stock based compensation were $28.4 million and $13.9 million for the nine month periods ended September 30, 2016 and 2015 , respectively. The following table summarizes the Company’s total unrecognized compensation cost related to stock-based compensation as of September 30, 2016 (cost in thousands): Unrecognized Compensation Cost Weighted Average Period of Expense Recognition (in Years) Stock options $ 50,191 1.39 Restricted stock 10,090 0.44 Total $ 60,281 Stock Options Stock options are granted with an exercise price estimated to be equal to the fair market value of the Company's stock on the date of grant as authorized by the Company’s board of directors. Options granted have vesting provisions ranging from one to six years and vesting of the options is generally based on the passage of time or performance. Stock option grants are subject to forfeiture if employment terminates prior to vesting. The following summarizes the changes in the number of shares of common stock under option for the nine month period ended September 30, 2016 (shares and aggregate intrinsic value in thousands): Shares Weighted Average Exercise Price Options Exercisable at End of Period Weighted Average Exercise Price of Exercisable Options Weighted Average Fair Value of Options Granted During the Period Aggregate Intrinsic Value Outstanding at December 31, 2015 5,003 $ 72.72 2,545 $ 26.82 $ 351,277 Granted 1,418 122.88 $ 26.27 Exercised (431 ) 43.17 56,330 Forfeited (137 ) 140.67 Outstanding at September 30, 2016 5,853 $ 85.43 3,240 $ 47.84 $ 516,756 Expected to vest as of September 30, 2016 5,853 $ 85.43 The aggregate intrinsic value of stock options exercisable at September 30, 2016 was $407.9 million . The weighted average remaining contractual term of options exercisable at September 30, 2016 was 5.1 years. The fair value of stock option awards granted was estimated using the Black-Scholes option pricing model during the nine months ended September 30, 2016 and 2015 , with the following weighted-average assumptions for grants or modifications during the period: September 30 2016 2015 Risk-free interest rate 1.09 % 1.27 % Dividend yield — — Expected volatility 27.37 % 27.71 % Expected life (in years) 3.4 3.8 Restricted Stock Awards of restricted stock and restricted stock units are independent of stock option grants and are subject to forfeiture if employment terminates prior to vesting. The vesting of shares granted is generally based on the passage of time or performance, or a combination of these. Shares vesting based on the passage of time have vesting provisions of one year. The following table summarizes the changes in the number of shares of restricted stock and restricted stock units for the nine months ended September 30, 2016 (shares in thousands): Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2015 497 $ 149.40 Granted 131 126.31 Vested (227 ) 151.68 Cancelled (42 ) 145.56 Outstanding at September 30, 2016 359 $ 142.48 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions 2016 Acquisitions During the nine months ended September 30, 2016 , the Company completed acquisitions with an aggregate purchase price of $1.33 billion , net of cash acquired of $51.4 million , which includes deferred payments made during the period related to prior acquisitions of $5.3 million . During the nine months ended September 30, 2016 , the Company made additional investments of $7.9 million related to its equity method investment at Masternaut Group Holdings Limited ("Masternaut"). Additionally, during the nine months ended September 30, 2016 , the Company recorded an approximately $9.3 million non-recurring gain recorded within operating results related to its investment at Masternaut. STP On August 31, 2016, the Company acquired all of the outstanding stock of Serviços e Tecnologia de Pagamentos S.A. (“STP”), for approximately $1.25 billion , net of cash acquired of $40.3 million . STP is an electronic toll payments company in Brazil and provides cardless fuel payments at a number of Shell sites throughout Brazil. The purpose of this acquisition was to enter the toll market in Brazil.The Company financed the acquisition using a combination of existing cash and borrowings under its existing credit facility. Results from the acquired business have been reported in the Company's international segment since the date of acquisition. The following table summarizes the preliminary acquisition accounting for STP (in thousands): Trade and other receivables $ 238,997 Prepaid expenses and other 5,163 Deferred tax assets 2,353 Property and equipment 46,024 Other long term assets 1,029 Goodwill 621,741 Customer relationships and other identifiable intangible assets 642,012 Deferred tax liabilities (4,905 ) Liabilities assumed (303,369 ) Aggregate purchase price $ 1,249,045 The estimated fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands): Useful Lives (in Years) Value Customer relationships and other identifiable intangible assets 4-10 $ 642,012 $ 642,012 The purchase price allocation related to this acquisition is preliminary as the Company is still completing the valuation for intangible assets, income taxes, certain acquired contingencies and the working capital adjustment period remains open. Goodwill recognized is comprised primarily of expected synergies from combining the operations of the Company and STP and assembled workforce. The allocation of the goodwill to the reporting units has not been completed. The goodwill acquired with this business is expected to be deductible for tax purposes. Other During the nine months ended September 30, 2016 , the Company acquired additional fuel card portfolios in the U.S. and the United Kingdom, additional Shell fuel card markets in Europe and Travelcard in the Netherlands totaling approximately $76.7 million , net of cash acquired of $11.1 million . The following table summarizes the preliminary acquisition accounting for these acquisitions (in thousands): Trade and other receivables $ 27,810 Prepaid expenses and other 5,097 Property and equipment 992 Goodwill 21,820 Other intangible assets 63,410 Deferred tax asset 146 Liabilities assumed (42,541 ) Aggregate purchase prices $ 76,734 The estimated fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands): Useful Lives (in Years) Value Customer relationships and other identifiable intangible assets 10-20 $ 63,410 $ 63,410 The other 2016 acquisitions were not material individually or in the aggregate to the Company’s consolidated financial statements. The accounting for certain of these acquisitions is preliminary as the Company is still completing the valuation of intangible assets, income taxes and evaluation of acquired contingencies. 2015 Acquisitions During 2015 , the Company completed acquisitions of Shell portfolios related to its fuel card businesses in Europe, as well as a small acquisition internationally, with an aggregate purchase price of $46.3 million , made additional investments of $8.4 million related to Masternaut and deferred payments of $3.4 million related to acquisitions occurring in prior years. The following table summarizes the acquisition accounting for the acquisitions completed during 2015 (in thousands): Trade and other receivables $ 521 Prepaid expenses and other 996 Property and equipment 197 Goodwill 9,561 Other intangible assets 39,791 Deferred tax liabilities (2,331 ) Liabilities assumed (2,437 ) Aggregate purchase prices $ 46,298 The fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands): Useful Lives (in Years) Value Customer relationships 14-20 $ 39,791 $ 39,791 The 2015 acquisitions were not material individually or in the aggregate to the Company’s consolidated financial statements. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets A summary of changes in the Company’s goodwill by reportable business segment is as follows (in thousands): December 31, 2015 Acquisitions/ Dispositions Acquisition Accounting Adjustments Foreign Currency September 30, 2016 Segment North America $ 2,640,409 $ — $ — $ — $ 2,640,409 International 905,625 642,876 163 (5,092 ) 1,543,572 $ 3,546,034 $ 642,876 $ 163 $ (5,092 ) $ 4,183,981 As of September 30, 2016 and December 31, 2015 , other intangible assets consisted of the following (in thousands): September 30, 2016 December 31, 2015 Weighted- Avg Useful Lives (Years) Gross Carrying Amounts Accumulated Amortization Net Carrying Amount Gross Carrying Amounts Accumulated Amortization Net Carrying Amount Customer and vendor agreements 15.8 $ 2,760,942 $ (418,166 ) $ 2,342,776 $ 2,071,928 $ (329,664 ) $ 1,742,264 Trade names and trademarks—indefinite lived N/A 320,408 — 320,408 318,048 — 318,048 Trade names and trademarks—other 14.4 2,825 (1,986 ) 839 3,067 (2,058 ) 1,009 Software 5.1 167,573 (76,851 ) 90,722 170,085 (54,250 ) 115,835 Non-compete agreements 4.8 14,326 (10,194 ) 4,132 15,209 (8,770 ) 6,439 Total other intangibles $ 3,266,074 $ (507,197 ) $ 2,758,877 $ 2,578,337 $ (394,742 ) $ 2,183,595 Changes in foreign exchange rates resulted in a $18.0 million decrease to the carrying values of other intangible assets in the nine months ended September 30, 2016 . Amortization expense related to intangible assets for the nine months ended September 30, 2016 and 2015 was $112.5 million and $120.1 million , respectively. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s debt instruments consist primarily of term notes, revolving lines of credit and a Securitization Facility as follows (in thousands): September 30, 2016 December 31, 2015 Term notes payable—domestic(a), net of discounts $ 2,671,875 $ 2,157,376 Revolving line of credit A Facility—domestic(a) 430,000 160,000 Revolving line of credit A Facility—foreign(a) 162,128 — Revolving line of credit A Facility—swing line(a) 5,188 — Other debt(c) 10,929 3,624 Total notes payable and other obligations 3,280,120 2,321,000 Securitization Facility(b) 656,000 614,000 Total notes payable, credit agreements and Securitization Facility $ 3,936,120 $ 2,935,000 Current portion $ 1,383,763 $ 875,100 Long-term portion 2,552,357 2,059,900 Total notes payable, credit agreements and Securitization Facility $ 3,936,120 $ 2,935,000 ______________________ (a) On October 24, 2014, the Company entered into a $3.36 billion Credit Agreement, which provides for senior secured credit facilities consisting of (a) a revolving A credit facility in the amount of $1.0 billion , with sublimits for letters of credit, swing line loans and multi-currency borrowings, (b) a revolving B facility in the amount of $35 million for loans in Australian Dollars or New Zealand Dollars, (c) a term loan A facility in the amount of $2.02 billion and (d) a term loan B facility in the amount of $300 million . On August 22, 2016, the Company entered into the first Amendment to the existing Credit Agreement, which established an incremental term A loan in the amount of $600 million under the Credit Agreement accordion feature. The proceeds from the additional $600 million in term A loans were used to partially finance the STP acquisition. The Amendment also established an accordion feature for borrowing an additional $500 million in term A, term B or revolver A debt. The stated maturity dates for the term A loans, revolving loans, and letters of credit under the Credit Agreement is November 14, 2019 and November 14, 2021 for the term loan B. The Company has unamortized debt discounts of $6.8 million related to the term A facility and $1.0 million related to the term B facility at September 30, 2016 . (b) The Company is party to a $950 million receivables purchase agreement ("Securitization Facility") that was amended and restated on December 1, 2015. There is a program fee equal to one month LIBOR and the Commercial Paper Rate of 0.66% plus 0.90% and 0.43% plus 0.90% as of September 30, 2016 and December 31, 2015 , respectively. The unused facility fee is payable at a rate of 0.40% per annum as of September 30, 2016 and December 31, 2015 . (c) Other debt includes the long-term portion of contingent consideration and deferred payments associated with certain of our businesses. The Company was in compliance with all financial and non-financial covenants at September 30, 2016 . |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes differs from amounts computed by applying the U.S. federal tax rate of 35% to income before income taxes for the three months ended September 30, 2016 and 2015 due to the following (in thousands): 2016 2015 Computed “expected” tax expense $ 59,571 35.0 % $ 57,875 35.0 % Changes resulting from: Foreign income tax differential (4,265 ) (2.5 )% (5,860 ) (3.5 )% Excess tax benefits related to stock-based compensation (8,247 ) (4.9 )% — — % State taxes net of federal benefits 1,678 1.0 % 2,501 1.5 % Foreign-sourced nontaxable income (6,691 ) (3.9 )% (2,344 ) (1.4 )% Domestic production activities deduction (4,282 ) (2.5 )% (7,950 ) (4.8 )% Other 2,822 1.7 % 4,365 2.6 % Provision for income taxes $ 40,586 23.9 % $ 48,587 29.4 % |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The Company reports basic and diluted earnings per share. Basic earnings per share is computed by dividing net income attributable to shareholders of the Company by the weighted average number of common shares outstanding during the reported period. Diluted earnings per share reflect the potential dilution related to equity-based incentives using the treasury stock method. The calculation and reconciliation of basic and diluted earnings per share for the three and nine months ended September 30 (in thousands, except per share data) follows: Three Months Ended Nine Months Ended 2016 2015 2016 2015 Net income $ 129,618 $ 116,770 $ 356,961 $ 309,601 Denominator for basic earnings per share 92,631 92,110 92,604 91,923 Dilutive securities 2,676 2,047 2,600 2,146 Denominator for diluted earnings per share 95,307 94,157 95,204 94,069 Basic earnings per share $ 1.40 $ 1.27 $ 3.85 $ 3.37 Diluted earnings per share $ 1.36 $ 1.24 $ 3.75 $ 3.29 There were 0.1 million antidilutive shares during the three month period ended September 30, 2016 . Diluted earnings per share for the three month period ended September 30, 2015 excludes the effect of 0.6 million shares of common stock that may be issued upon the exercise of employee stock options because such effect would be antidilutive. Diluted earnings per share also excludes the effect of 0.3 million and 0.4 million shares of performance based restricted stock for which the performance criteria have not yet been achieved for the three month period ended September 30, 2016 and 2015 , respectively. |
Segments
Segments | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segments | Segments The Company reports information about its operating segments in accordance with the authoritative guidance related to segments. The Company’s reportable segments represent components of the business for which separate financial information is evaluated regularly by the chief operating decision maker in determining how to allocate resources and in assessing performance. The Company operates in two reportable segments, North America and International. There were no inter-segment sales. The Company’s segment results are as follows for the three and nine month periods ended September 30 (in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Revenues, net: North America $ 345,868 $ 334,944 $ 950,542 $ 918,333 International 138,558 116,549 366,051 353,931 $ 484,426 $ 451,493 $ 1,316,593 $ 1,272,264 Operating income: North America $ 135,760 $ 132,428 $ 367,221 $ 351,778 International 55,295 56,032 170,957 169,607 $ 191,055 $ 188,460 $ 538,178 $ 521,385 Depreciation and amortization: North America $ 32,739 $ 32,257 $ 96,351 $ 96,200 International 24,345 16,269 45,497 49,235 $ 57,084 $ 48,526 $ 141,848 $ 145,435 Capital expenditures: North America $ 11,980 $ 6,493 $ 28,501 $ 14,510 International 5,140 6,799 13,376 15,016 $ 17,120 $ 13,292 $ 41,877 $ 29,526 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the ordinary course of business, the Company is involved in various pending or threatened legal actions. The Company has recorded reserves for certain legal proceedings. The amounts recorded are estimated and as additional information becomes available, the Company will reassess the potential liability related to legal actions and revise its estimate in the period that information becomes known. In the opinion of management, the amount of ultimate liability, if any, with respect to these actions will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Throughout this report, the terms “our,” “we,” “us,” and the “Company” refers to FleetCor Technologies, Inc. and its subsidiaries. The Company prepared the accompanying interim consolidated financial statements in accordance with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”). The unaudited consolidated financial statements reflect all adjustments considered necessary for fair presentation. These adjustments consist primarily of normal recurring accruals and estimates that impact the carrying value of assets and liabilities. Actual results may differ from these estimates. Operating results for the three and nine month periods ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 . The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 . |
Foreign Currency Translation | Foreign Currency Translation Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the rates of exchange in effect at period-end. The related translation adjustments are made directly to accumulated other comprehensive income. Income and expenses are translated at the average monthly rates of exchange in effect during the period. Gains and losses from foreign currency transactions of these subsidiaries are included in net income. |
Adoption of New Accounting Standards | Adoption of New Accounting Standards Going Concern In August 2013, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-15 “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”, which requires entities to perform interim and annual assessments of the entity’s ability to continue as a going concern within one year of the date of issuance of the entity’s financial statements. This ASU is effective for fiscal years ending after December 15, 2016 and interim periods thereafter, with early adoption permitted. The Company’s adoption of this ASU is not expected to have a material impact on the results of operations, financial condition, or cash flows, as it is disclosure based. Revenue Recognition In May 2014, the FASB issued Accounting Standards Codification ("ASC") 606, “Revenue from Contracts with Customers”, which amends the guidance in former ASC 605, Revenue Recognition. This amended guidance requires revenue to be recognized in an amount that reflects the consideration to which the company expects to be entitled for those goods and services when the performance obligation has been satisfied. This amended guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and related cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers: Deferral of the Effective Date”, which defers the effective date of the new revenue recognition standard by one year. In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”, which clarifies how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. In April 2016, the FASB issued ASU 2016-10, "Identifying Performance Obligations and Licensing", which clarifies the accounting for intellectual property licenses and identifying performance obligations. In May 2016, the FASB issued ASU 2016-11, "Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting", which rescinds certain SEC guidance in response to announcements made by the SEC staff at the EITF's March 3, 2016 meeting and ASU 2016-12, "Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients", which clarifies the guidance on collectibility, non-cash consideration, the presentation of sales and other similar taxes collected from customers and contract modifications and completed contracts at transition. Additionally, ASU 2016-12 clarifies that entities electing the full retrospective transition method would no longer be required to disclose the effect of the change in accounting principle on the period of adoption; however, entities would still be required to disclose the effects on preadoption periods that were retrospectively adjusted. These ASUs are effective for the Company for reporting periods beginning after December 15, 2017, but permit companies the option to adopt as of the original effective date. The Company is currently evaluating the impact of the provisions of ASC 606. The guidance permits the use of either a retrospective or cumulative effect transition method. The Company anticipates selecting the modified retrospective method during transition and is currently evaluating the impact of the provisions of ASC 606 on the results of operations, financial condition, and cash flows. Simplification of Guidance on Debt Issuance Costs In April 2015, the FASB issued ASU 2015-3, “Interest—Imputation of Interest”, which changes the presentation of debt issuance costs in financial statements as a direct deduction from the related debt liability rather than as an asset. This ASU is effective for us for fiscal years ending after December 15, 2015 and interim periods. Early adoption is permitted. In August 2015, the FASB issued ASU 2015-15, “Interest-Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements”, which is effective immediately. The SEC staff clarified that entities may continue presenting unamortized debt issuance costs for line-of-credit arrangements as an asset. The Company adopted this new guidance on January 1, 2016. As a result of the adoption of this ASU, $0.6 million and $1.5 million of unamortized debt issuance costs were retrospectively adjusted from prepaid expenses and other current assets to the current portion of notes payable and lines of credit and other assets to notes payable and other obligations, less current portion, respectively, in the Company’s Consolidated Balance Sheet as of December 31, 2015. Simplification of Balance Sheet Classification of Deferred Taxes In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”, which requires entities to present deferred tax assets (DTAs) and deferred tax liabilities (DTLs) as noncurrent in a classified balance sheet. It thus simplifies the current guidance, which requires entities to separately present DTAs and DTLs as current or noncurrent in a classified balance sheet. Netting of DTAs and DTLs by tax jurisdiction is still required under the new guidance. This ASU is effective for the Company for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Company’s adoption of this ASU in 2017 is not expected to have a material impact on the results of operations, financial condition, or cash flows. Accounting for Leases In February 2016, the FASB issued ASU 2016-02, “Leases”, which requires lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases. This ASU also requires disclosures to provide additional information about the amounts recorded in the financial statements. This ASU is effective for the Company for annual periods beginning after December 15, 2018 and interim periods therein. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition and requires application of the new guidance for leases that exist or are entered into after the beginning of the earliest comparative period presented. The Company is currently evaluating the impact of this ASU on the results of operations, financial condition, or cash flows. Accounting for Breakage In March 2016, the FASB issued ASU 2016-04, “Liabilities-Extinguishments of Liabilities: Recognition of Breakage for Certain Prepaid Stored-Value Products”, which requires entities that sell prepaid stored value products redeemable for goods, services or cash at third-party merchants to derecognize liabilities related to those products for breakage. This ASU is effective for the Company for reporting periods beginning after December 15, 2017. Early adoption is permitted. The ASU must be adopted using either a modified retrospective approach with a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption or a full retrospective approach. The Company’s adoption of this ASU is not expected to have a material impact on the results of operations, financial condition, or cash flows. Accounting for Employee Stock-Based Payment In March 2016, the FASB issued ASU 2016-09, "Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting", which requires excess tax benefits recognized on stock-based compensation expense be reflected in the consolidated statements of operations as a component of the provision for income taxes on a prospective basis. ASU 2016-09 also requires excess tax benefits recognized on stock-based compensation expense be classified as an operating activity in the consolidated statements of cash flows rather than a financing activity. Companies can elect to apply this provision retrospectively or prospectively. ASU 2016-09 also requires entities to elect whether to account for forfeitures as they occur or estimate expected forfeitures over the course of a vesting period. This ASU is effective for the Company for annual periods beginning after December 15, 2016. Early adoption is permitted. During the third quarter of 2016, the Company elected to early adopt ASU 2016-09. The adoption of this ASU resulted in excess tax benefits being recorded as a reduction of income tax expense prospectively for all periods during 2016, rather than additional paid in capital, and an increase in the number of dilutive shares outstanding at the end of each period, which resulted in an increase to diluted earnings per share during the respective period. As required by ASU 2016-09, excess tax benefits recognized on stock-based compensation expense are classified as an operating activity in our consolidated statements of cash flows on a prospective basis within changes in accounts payable, accrued expenses and customer deposits. In accordance with ASU 2016-09, prior periods related to the classification of excess tax benefits have not been adjusted. The Company also elected to account for forfeitures as they occur, rather than estimate expected forfeitures over the course of a vesting period. As a result of the adoption of ASU 2016-09, the net cumulative effect of this change was not material. The following table shows the impact of retrospectively applying ASU 2016-09 to the previously issued consolidated statements of operations for the three month period ended March 31 and the three and six month periods ended June 30 (in thousands, except per share amounts): Three Months Ended March 31, 2016 Three Months Ended June 30, 2016 As Previously Reported Adjustments As Recast As Previously Reported Adjustments As Recast Income before income taxes $ 156,912 $ — $ 156,912 $ 162,348 $ — $ 162,348 Provision for income taxes 46,940 (1,118 ) 45,822 48,163 (2,068 ) 46,095 Net income $ 109,972 $ 1,118 $ 111,090 $ 114,185 $ 2,068 $ 116,253 Earnings per share: Basic earnings per share $ 1.19 $ 0.01 $ 1.20 $ 1.23 $ 0.02 $ 1.25 Diluted earnings per share $ 1.17 $ — $ 1.17 $ 1.21 $ 0.01 $ 1.22 Weighted average common shares outstanding: Basic 92,516 — 92,516 92,665 — 92,665 Diluted 94,329 701 95,030 94,549 729 95,279 Six Months Ended June 30, 2016 As Previously Reported Adjustments As Recast Income before income taxes $ 319,260 $ — $ 319,260 Provision for income taxes 95,103 (3,186 ) $ 91,917 Net income $ 224,157 $ 3,186 $ 227,343 Earnings per share: Basic earnings per share $ 2.42 $ 0.04 $ 2.46 Diluted earnings per share $ 2.37 $ 0.02 $ 2.39 Weighted average common shares outstanding: Basic 92,591 — 92,591 Diluted 94,433 703 95,137 The following table shows the impact of retrospectively applying this guidance to the Consolidated Statement of Cash flows for the three months ended March 31, 2016 and six months ended June 30, 2016 (in thousands): . Three Months Ended March 31, 2016 Six Months Ended June 30, 2016 As Previously Reported Adjustments As Recast As Previously Reported Adjustments As Recast Net cash provided by operating activities $ 121,505 $ 1,118 $ 122,623 $ 208,856 $ 3,186 $ 212,042 Net cash used in investing activities (20,745 ) — (20,745 ) (37,924 ) — (37,924 ) Net cash used in financing activities (157,389 ) (1,118 ) (158,507 ) (118,303 ) (3,186 ) (121,489 ) Effect of foreign currency exchange rates on cash 8,795 — 8,795 (6,696 ) — (6,696 ) Net (decrease) increase in cash $ (47,834 ) $ — $ (47,834 ) $ 45,933 $ — $ 45,933 Cash Flow Classification In August 2016, the FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments", which amends the guidance in ASC 230, Statement of Cash Flows. This amended guidance reduces the diversity in practice that has resulted from the lack of consistent principles related to the classification of certain cash receipts and payments in the statement of cash flows. This ASU is effective for the Company for reporting periods beginning after December 15, 2017. Early adoption is permitted. Entities must apply the guidance retrospectively to all periods presented but may apply it prospectively from the earliest date practicable if retrospective application would be impracticable. The Company’s adoption of this ASU is not expected to have a material impact on the results of operations, financial condition, or cash flows. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Accounting for Employee Share-Based Payment | The following table shows the impact of retrospectively applying ASU 2016-09 to the previously issued consolidated statements of operations for the three month period ended March 31 and the three and six month periods ended June 30 (in thousands, except per share amounts): Three Months Ended March 31, 2016 Three Months Ended June 30, 2016 As Previously Reported Adjustments As Recast As Previously Reported Adjustments As Recast Income before income taxes $ 156,912 $ — $ 156,912 $ 162,348 $ — $ 162,348 Provision for income taxes 46,940 (1,118 ) 45,822 48,163 (2,068 ) 46,095 Net income $ 109,972 $ 1,118 $ 111,090 $ 114,185 $ 2,068 $ 116,253 Earnings per share: Basic earnings per share $ 1.19 $ 0.01 $ 1.20 $ 1.23 $ 0.02 $ 1.25 Diluted earnings per share $ 1.17 $ — $ 1.17 $ 1.21 $ 0.01 $ 1.22 Weighted average common shares outstanding: Basic 92,516 — 92,516 92,665 — 92,665 Diluted 94,329 701 95,030 94,549 729 95,279 Six Months Ended June 30, 2016 As Previously Reported Adjustments As Recast Income before income taxes $ 319,260 $ — $ 319,260 Provision for income taxes 95,103 (3,186 ) $ 91,917 Net income $ 224,157 $ 3,186 $ 227,343 Earnings per share: Basic earnings per share $ 2.42 $ 0.04 $ 2.46 Diluted earnings per share $ 2.37 $ 0.02 $ 2.39 Weighted average common shares outstanding: Basic 92,591 — 92,591 Diluted 94,433 703 95,137 The following table shows the impact of retrospectively applying this guidance to the Consolidated Statement of Cash flows for the three months ended March 31, 2016 and six months ended June 30, 2016 (in thousands): . Three Months Ended March 31, 2016 Six Months Ended June 30, 2016 As Previously Reported Adjustments As Recast As Previously Reported Adjustments As Recast Net cash provided by operating activities $ 121,505 $ 1,118 $ 122,623 $ 208,856 $ 3,186 $ 212,042 Net cash used in investing activities (20,745 ) — (20,745 ) (37,924 ) — (37,924 ) Net cash used in financing activities (157,389 ) (1,118 ) (158,507 ) (118,303 ) (3,186 ) (121,489 ) Effect of foreign currency exchange rates on cash 8,795 — 8,795 (6,696 ) — (6,696 ) Net (decrease) increase in cash $ (47,834 ) $ — $ (47,834 ) $ 45,933 $ — $ 45,933 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Company's Accounts Receivable and Securitized Accounts Receivable | The Company’s accounts receivable and securitized accounts receivable include the following at September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 December 31, 2015 Gross domestic accounts receivable $ 627,138 $ 338,275 Gross domestic securitized accounts receivable 656,000 614,000 Gross foreign receivables 737,620 322,582 Total gross receivables 2,020,758 1,274,857 Less allowance for doubtful accounts (30,072 ) (21,903 ) Net accounts and securitized accounts receivable $ 1,990,686 $ 1,252,954 |
Allowance for Doubtful Accounts Related to Accounts Receivable | A rollforward of the Company’s allowance for doubtful accounts related to accounts receivable for nine months ended September 30 is as follows (in thousands): 2016 2015 Allowance for doubtful accounts beginning of period $ 21,903 $ 23,842 Provision for bad debts 24,512 18,287 Write-offs (16,343 ) (19,586 ) Allowance for doubtful accounts end of period $ 30,072 $ 22,543 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value | The following table presents the Company’s financial assets and liabilities which are measured at fair values on a recurring basis as of September 30, 2016 and December 31, 2015 , (in thousands). Fair Value Level 1 Level 2 Level 3 September 30, 2016 Assets: Repurchase agreements $ 142,379 $ — $ 142,379 $ — Money market 55,159 — 55,159 — Certificates of deposit 46 — 46 — Total cash equivalents $ 197,584 $ — $ 197,584 $ — December 31, 2015 Assets: Repurchase agreements $ 144,082 $ — $ 144,082 $ — Money market 55,062 — 55,062 — Certificates of deposit 9,373 — 9,373 — Total cash equivalents $ 208,517 $ — $ 208,517 $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Expense Related to Share-Based Payments | The table below summarizes the expense recognized related to stock-based payments recognized for the three and nine month periods ended September 30 (in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Stock options $ 8,304 $ 4,348 $ 25,942 $ 13,190 Restricted stock 9,101 9,539 24,083 31,197 Stock-based compensation $ 17,405 $ 13,887 $ 50,025 $ 44,387 |
Summary of Total Unrecognized Compensation Cost Related to Stock-Based Compensation | The following table summarizes the Company’s total unrecognized compensation cost related to stock-based compensation as of September 30, 2016 (cost in thousands): Unrecognized Compensation Cost Weighted Average Period of Expense Recognition (in Years) Stock options $ 50,191 1.39 Restricted stock 10,090 0.44 Total $ 60,281 |
Summary of Changes in Number of Shares of Common Stock Under Option | The following summarizes the changes in the number of shares of common stock under option for the nine month period ended September 30, 2016 (shares and aggregate intrinsic value in thousands): Shares Weighted Average Exercise Price Options Exercisable at End of Period Weighted Average Exercise Price of Exercisable Options Weighted Average Fair Value of Options Granted During the Period Aggregate Intrinsic Value Outstanding at December 31, 2015 5,003 $ 72.72 2,545 $ 26.82 $ 351,277 Granted 1,418 122.88 $ 26.27 Exercised (431 ) 43.17 56,330 Forfeited (137 ) 140.67 Outstanding at September 30, 2016 5,853 $ 85.43 3,240 $ 47.84 $ 516,756 Expected to vest as of September 30, 2016 5,853 $ 85.43 |
Schedule of Weighted-Average Assumptions | The fair value of stock option awards granted was estimated using the Black-Scholes option pricing model during the nine months ended September 30, 2016 and 2015 , with the following weighted-average assumptions for grants or modifications during the period: September 30 2016 2015 Risk-free interest rate 1.09 % 1.27 % Dividend yield — — Expected volatility 27.37 % 27.71 % Expected life (in years) 3.4 3.8 |
Summary of Changes in Number of Shares of Restricted Stock and Restricted Stock Units | The following table summarizes the changes in the number of shares of restricted stock and restricted stock units for the nine months ended September 30, 2016 (shares in thousands): Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2015 497 $ 149.40 Granted 131 126.31 Vested (227 ) 151.68 Cancelled (42 ) 145.56 Outstanding at September 30, 2016 359 $ 142.48 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Summary of Acquisition Accounting | The following table summarizes the preliminary acquisition accounting for STP (in thousands): Trade and other receivables $ 238,997 Prepaid expenses and other 5,163 Deferred tax assets 2,353 Property and equipment 46,024 Other long term assets 1,029 Goodwill 621,741 Customer relationships and other identifiable intangible assets 642,012 Deferred tax liabilities (4,905 ) Liabilities assumed (303,369 ) Aggregate purchase price $ 1,249,045 The following table summarizes the acquisition accounting for the acquisitions completed during 2015 (in thousands): Trade and other receivables $ 521 Prepaid expenses and other 996 Property and equipment 197 Goodwill 9,561 Other intangible assets 39,791 Deferred tax liabilities (2,331 ) Liabilities assumed (2,437 ) Aggregate purchase prices $ 46,298 The following table summarizes the preliminary acquisition accounting for these acquisitions (in thousands): Trade and other receivables $ 27,810 Prepaid expenses and other 5,097 Property and equipment 992 Goodwill 21,820 Other intangible assets 63,410 Deferred tax asset 146 Liabilities assumed (42,541 ) Aggregate purchase prices $ 76,734 |
Summary of Preliminary Estimated Fair Value of Intangible Assets Acquired and the Related Estimated Useful Lives | The estimated fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands): Useful Lives (in Years) Value Customer relationships and other identifiable intangible assets 10-20 $ 63,410 $ 63,410 The estimated fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands): Useful Lives (in Years) Value Customer relationships and other identifiable intangible assets 4-10 $ 642,012 $ 642,012 The fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands): Useful Lives (in Years) Value Customer relationships 14-20 $ 39,791 $ 39,791 |
Goodwill and Other Intangible25
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Goodwill by Reportable Business Segment | A summary of changes in the Company’s goodwill by reportable business segment is as follows (in thousands): December 31, 2015 Acquisitions/ Dispositions Acquisition Accounting Adjustments Foreign Currency September 30, 2016 Segment North America $ 2,640,409 $ — $ — $ — $ 2,640,409 International 905,625 642,876 163 (5,092 ) 1,543,572 $ 3,546,034 $ 642,876 $ 163 $ (5,092 ) $ 4,183,981 |
Schedule of Other Intangible Assets | As of September 30, 2016 and December 31, 2015 , other intangible assets consisted of the following (in thousands): September 30, 2016 December 31, 2015 Weighted- Avg Useful Lives (Years) Gross Carrying Amounts Accumulated Amortization Net Carrying Amount Gross Carrying Amounts Accumulated Amortization Net Carrying Amount Customer and vendor agreements 15.8 $ 2,760,942 $ (418,166 ) $ 2,342,776 $ 2,071,928 $ (329,664 ) $ 1,742,264 Trade names and trademarks—indefinite lived N/A 320,408 — 320,408 318,048 — 318,048 Trade names and trademarks—other 14.4 2,825 (1,986 ) 839 3,067 (2,058 ) 1,009 Software 5.1 167,573 (76,851 ) 90,722 170,085 (54,250 ) 115,835 Non-compete agreements 4.8 14,326 (10,194 ) 4,132 15,209 (8,770 ) 6,439 Total other intangibles $ 3,266,074 $ (507,197 ) $ 2,758,877 $ 2,578,337 $ (394,742 ) $ 2,183,595 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Debt Instruments | The Company’s debt instruments consist primarily of term notes, revolving lines of credit and a Securitization Facility as follows (in thousands): September 30, 2016 December 31, 2015 Term notes payable—domestic(a), net of discounts $ 2,671,875 $ 2,157,376 Revolving line of credit A Facility—domestic(a) 430,000 160,000 Revolving line of credit A Facility—foreign(a) 162,128 — Revolving line of credit A Facility—swing line(a) 5,188 — Other debt(c) 10,929 3,624 Total notes payable and other obligations 3,280,120 2,321,000 Securitization Facility(b) 656,000 614,000 Total notes payable, credit agreements and Securitization Facility $ 3,936,120 $ 2,935,000 Current portion $ 1,383,763 $ 875,100 Long-term portion 2,552,357 2,059,900 Total notes payable, credit agreements and Securitization Facility $ 3,936,120 $ 2,935,000 ______________________ (a) On October 24, 2014, the Company entered into a $3.36 billion Credit Agreement, which provides for senior secured credit facilities consisting of (a) a revolving A credit facility in the amount of $1.0 billion , with sublimits for letters of credit, swing line loans and multi-currency borrowings, (b) a revolving B facility in the amount of $35 million for loans in Australian Dollars or New Zealand Dollars, (c) a term loan A facility in the amount of $2.02 billion and (d) a term loan B facility in the amount of $300 million . On August 22, 2016, the Company entered into the first Amendment to the existing Credit Agreement, which established an incremental term A loan in the amount of $600 million under the Credit Agreement accordion feature. The proceeds from the additional $600 million in term A loans were used to partially finance the STP acquisition. The Amendment also established an accordion feature for borrowing an additional $500 million in term A, term B or revolver A debt. The stated maturity dates for the term A loans, revolving loans, and letters of credit under the Credit Agreement is November 14, 2019 and November 14, 2021 for the term loan B. The Company has unamortized debt discounts of $6.8 million related to the term A facility and $1.0 million related to the term B facility at September 30, 2016 . (b) The Company is party to a $950 million receivables purchase agreement ("Securitization Facility") that was amended and restated on December 1, 2015. There is a program fee equal to one month LIBOR and the Commercial Paper Rate of 0.66% plus 0.90% and 0.43% plus 0.90% as of September 30, 2016 and December 31, 2015 , respectively. The unused facility fee is payable at a rate of 0.40% per annum as of September 30, 2016 and December 31, 2015 . (c) Other debt includes the long-term portion of contingent consideration and deferred payments associated with certain of our businesses. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Summary of Provision for Income Taxes and U.S. Federal Tax Rate | The provision for income taxes differs from amounts computed by applying the U.S. federal tax rate of 35% to income before income taxes for the three months ended September 30, 2016 and 2015 due to the following (in thousands): 2016 2015 Computed “expected” tax expense $ 59,571 35.0 % $ 57,875 35.0 % Changes resulting from: Foreign income tax differential (4,265 ) (2.5 )% (5,860 ) (3.5 )% Excess tax benefits related to stock-based compensation (8,247 ) (4.9 )% — — % State taxes net of federal benefits 1,678 1.0 % 2,501 1.5 % Foreign-sourced nontaxable income (6,691 ) (3.9 )% (2,344 ) (1.4 )% Domestic production activities deduction (4,282 ) (2.5 )% (7,950 ) (4.8 )% Other 2,822 1.7 % 4,365 2.6 % Provision for income taxes $ 40,586 23.9 % $ 48,587 29.4 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Summary of Earnings Per Share, Basic and Diluted | The calculation and reconciliation of basic and diluted earnings per share for the three and nine months ended September 30 (in thousands, except per share data) follows: Three Months Ended Nine Months Ended 2016 2015 2016 2015 Net income $ 129,618 $ 116,770 $ 356,961 $ 309,601 Denominator for basic earnings per share 92,631 92,110 92,604 91,923 Dilutive securities 2,676 2,047 2,600 2,146 Denominator for diluted earnings per share 95,307 94,157 95,204 94,069 Basic earnings per share $ 1.40 $ 1.27 $ 3.85 $ 3.37 Diluted earnings per share $ 1.36 $ 1.24 $ 3.75 $ 3.29 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Company's Segment Results | The Company’s segment results are as follows for the three and nine month periods ended September 30 (in thousands): Three Months Ended Nine Months Ended 2016 2015 2016 2015 Revenues, net: North America $ 345,868 $ 334,944 $ 950,542 $ 918,333 International 138,558 116,549 366,051 353,931 $ 484,426 $ 451,493 $ 1,316,593 $ 1,272,264 Operating income: North America $ 135,760 $ 132,428 $ 367,221 $ 351,778 International 55,295 56,032 170,957 169,607 $ 191,055 $ 188,460 $ 538,178 $ 521,385 Depreciation and amortization: North America $ 32,739 $ 32,257 $ 96,351 $ 96,200 International 24,345 16,269 45,497 49,235 $ 57,084 $ 48,526 $ 141,848 $ 145,435 Capital expenditures: North America $ 11,980 $ 6,493 $ 28,501 $ 14,510 International 5,140 6,799 13,376 15,016 $ 17,120 $ 13,292 $ 41,877 $ 29,526 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Accounting Policies [Abstract] | ||||
Foreign exchange gain (loss) recognized | $ (700,000) | $ 0 | $ (1,500,000) | $ (2,600,000) |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total other comprehensive loss | $ 52,409,000 | 163,030,000 | $ 41,339,000 | 263,968,000 |
As Previously Reported | Translation of Acquired Intangibles | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total other comprehensive loss | $ 89,500,000 | $ 175,700,000 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Debt Issuance Costs (Details) - Accounting Standards Update 2015-03 $ in Millions | Dec. 31, 2015USD ($) |
Prepaid Expenses and Other Current Assets | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Unamortized debt issuance costs | $ (0.6) |
Other Assets | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Unamortized debt issuance costs | (1.5) |
Current Portion of Notes Payable and Lines of Credit | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Unamortized debt issuance costs | 0.6 |
Notes Payable and Other Obligations, Less Current Portion | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Unamortized debt issuance costs | $ 1.5 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Accounting for Employee Share-Based Payment (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Income before income taxes | $ 170,204 | $ 162,348 | $ 156,912 | $ 165,357 | $ 319,260 | $ 489,464 | $ 450,296 |
Provision for income taxes | 40,586 | 46,095 | 45,822 | 48,587 | 91,917 | 132,503 | 140,695 |
Net income | $ 129,618 | $ 116,253 | $ 111,090 | $ 116,770 | $ 227,343 | $ 356,961 | $ 309,601 |
Earnings per share: | |||||||
Basic earnings per share (in dollars per share) | $ 1.40 | $ 1.25 | $ 1.20 | $ 1.27 | $ 2.46 | $ 3.85 | $ 3.37 |
Diluted earnings per share (in dollars per share) | $ 1.36 | $ 1.22 | $ 1.17 | $ 1.24 | $ 2.39 | $ 3.75 | $ 3.29 |
Weighted average shares outstanding: | |||||||
Basic weighted average shares outstanding (in shares) | 92,631 | 92,665 | 92,516 | 92,110 | 92,591 | 92,604 | 91,923 |
Diluted weighted average shares outstanding (in shares) | 95,307 | 95,279 | 95,030 | 94,157 | 95,137 | 95,204 | 94,069 |
Net cash provided by operating activities | $ 212,042 | $ 122,623 | $ 404,286 | $ 524,452 | |||
Net cash used in investing activities | (37,924) | (20,745) | (1,371,545) | (46,547) | |||
Net cash used in financing activities | (121,489) | (158,507) | 976,413 | (502,264) | |||
Effect of foreign currency exchange rates on cash | (6,696) | 8,795 | (50,871) | (30,320) | |||
Net decrease in cash and cash equivalents | 45,933 | (47,834) | $ (41,717) | $ (54,679) | |||
As Previously Reported | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Income before income taxes | 162,348 | 156,912 | $ 319,260 | ||||
Provision for income taxes | 48,163 | 46,940 | 95,103 | ||||
Net income | $ 114,185 | $ 109,972 | $ 224,157 | ||||
Earnings per share: | |||||||
Basic earnings per share (in dollars per share) | $ 1.23 | $ 1.19 | $ 2.42 | ||||
Diluted earnings per share (in dollars per share) | $ 1.21 | $ 1.17 | $ 2.37 | ||||
Weighted average shares outstanding: | |||||||
Basic weighted average shares outstanding (in shares) | 92,665 | 92,516 | 92,591 | ||||
Diluted weighted average shares outstanding (in shares) | 94,549 | 94,329 | 94,433 | ||||
Net cash provided by operating activities | $ 208,856 | $ 121,505 | |||||
Net cash used in investing activities | (37,924) | (20,745) | |||||
Net cash used in financing activities | (118,303) | (157,389) | |||||
Effect of foreign currency exchange rates on cash | (6,696) | 8,795 | |||||
Net decrease in cash and cash equivalents | 45,933 | (47,834) | |||||
Adjustments | Accounting Standards Update 2016-09 | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Income before income taxes | 0 | 0 | $ 0 | ||||
Provision for income taxes | (2,068) | (1,118) | (3,186) | ||||
Net income | $ 2,068 | $ 1,118 | $ 3,186 | ||||
Earnings per share: | |||||||
Basic earnings per share (in dollars per share) | $ 0.02 | $ 0.01 | $ 0.04 | ||||
Diluted earnings per share (in dollars per share) | $ 0.01 | $ 0 | $ 0.02 | ||||
Weighted average shares outstanding: | |||||||
Basic weighted average shares outstanding (in shares) | 0 | 0 | 0 | ||||
Diluted weighted average shares outstanding (in shares) | 729 | 701 | 703 | ||||
Net cash provided by operating activities | $ 3,186 | $ 1,118 | |||||
Net cash used in investing activities | 0 | 0 | |||||
Net cash used in financing activities | (3,186) | (1,118) | |||||
Effect of foreign currency exchange rates on cash | 0 | 0 | |||||
Net decrease in cash and cash equivalents | $ 0 | $ 0 |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Maximum undivided ownership interest pooled accounts receivable amount sold | $ 950,000,000 | |
Short-term debt outstanding | 656,000,000 | $ 614,000,000 |
Securitization Facility | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Securitized accounts receivable facility | $ 950,000,000 |
Accounts Receivable - Company's
Accounts Receivable - Company's Accounts Receivable and Securitized Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable, gross | $ 2,020,758 | $ 1,274,857 | ||
Gross domestic securitized accounts receivable | 656,000 | 614,000 | ||
Less allowance for doubtful accounts | (30,072) | (21,903) | $ (22,543) | $ (23,842) |
Net accounts and securitized accounts receivable | 1,990,686 | 1,252,954 | ||
Gross domestic accounts receivable | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable, gross | 627,138 | 338,275 | ||
Gross foreign receivables | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable, gross | $ 737,620 | $ 322,582 |
Accounts Receivable - Allowance
Accounts Receivable - Allowance for Doubtful Accounts Related to Accounts Receivable (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Allowance for doubtful accounts beginning of period | $ 21,903 | $ 23,842 |
Provision for bad debts | 24,512 | 18,287 |
Write-offs | (16,343) | (19,586) |
Allowance for doubtful accounts end of period | $ 30,072 | $ 22,543 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | $ 197,584 | $ 208,517 |
Repurchase Agreements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 142,379 | 144,082 |
Money Markets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 55,159 | 55,062 |
Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 46 | 9,373 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 197,584 | 208,517 |
Level 2 [Member] | Repurchase Agreements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 142,379 | 144,082 |
Level 2 [Member] | Money Markets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 55,159 | 55,062 |
Level 2 [Member] | Certificates of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | $ 46 | $ 9,373 |
Stockholders' Equity - Repurcha
Stockholders' Equity - Repurchase Program (Details) - USD ($) | Feb. 04, 2016 | Sep. 30, 2016 | Sep. 30, 2015 |
Class of Stock [Line Items] | |||
Shares repurchased (in shares) | 259,145 | ||
Repurchase of common stock | $ 35,492,000 | $ 0 | |
Common Stock | |||
Class of Stock [Line Items] | |||
Stock repurchase program, approved amount | $ 500,000,000 | ||
Stock repurchase program, authorized time period | 18 months |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Expense Related to Share-Based Payments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 17,405 | $ 13,887 | $ 50,025 | $ 44,387 |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 8,304 | 4,348 | 25,942 | 13,190 |
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 9,101 | $ 9,539 | $ 24,083 | $ 31,197 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Tax benefits recorded on stock based compensation | $ 28.4 | $ 13.9 |
Aggregate intrinsic value of options exercisable | $ 407.9 | |
Weighted average remaining contractual term of options exercisable (in years) | 5 years 1 month 6 days | |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Period of vesting provisions (in years) | 1 year | |
Minimum | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Period of vesting provisions (in years) | 1 year | |
Maximum | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Period of vesting provisions (in years) | 6 years |
Stock-Based Compensation - Su40
Stock-Based Compensation - Summary of Total Unrecognized Compensation Cost Related to Stock-Based Compensation (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation Cost | $ 60,281 |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation Cost | $ 50,191 |
Weighted Average Period of Expense Recognition (in Years) | 1 year 4 months 21 days |
Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Compensation Cost | $ 10,090 |
Weighted Average Period of Expense Recognition (in Years) | 5 months 9 days |
Stock-Based Compensation - Su41
Stock-Based Compensation - Summary of Changes in Number of Shares of Common Stock Under Option (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Shares at beginning of period (in shares) | 5,003 | |
Granted (in shares) | 1,418 | |
Exercised (in shares) | (431) | |
Forfeited (in shares) | (137) | |
Shares at end of period (in shares) | 5,853 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted average exercise price, beginning of period (in dollars per share) | $ 72.72 | |
Weighted average exercise price, granted (in dollars per share) | 122.88 | |
Weighted average exercise price, exercised (in dollars per share) | 43.17 | |
Weighted average exercise price, forfeitures (in dollars per share) | 140.67 | |
Weighted average exercise price, end of period (in dollars per share) | $ 85.43 | |
Expected to vest (in shares) | 5,853 | |
Weighted average exercise price, expected to vest (in dollars per share) | $ 85.43 | |
Options exercisable at beginning of period (in shares) | 3,240 | 2,545 |
Weighted average exercise price of exercisable options, beginning of period (in dollars per share) | $ 47.84 | $ 26.82 |
Aggregate intrinsic value | $ 516,756 | $ 351,277 |
Weighted average exercise price of granted options (in dollars per share) | $ 26.27 | |
Aggregate intrinsic value, exercised | $ 56,330 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Weighted-Average Assumptions (Details) - Stock Options | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.09% | 1.27% |
Dividend yield | 0.00% | 0.00% |
Expected volatility | 27.37% | 27.71% |
Expected life (in years) | 3 years 4 months 24 days | 3 years 9 months 18 days |
Stock-Based Compensation - Su43
Stock-Based Compensation - Summary of Changes in Number of Shares of Restricted Stock and Restricted Stock Units (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Shares outstanding, beginning of period (in shares) | shares | 497 |
Granted (in shares) | shares | 131 |
Vested (in shares) | shares | (227) |
Canceled (in shares) | shares | (42) |
Shares outstanding, end of period (in shares) | shares | 359 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted average grant date fair value, beginning of period (in dollars per share) | $ / shares | $ 149.40 |
Weighted average grant date fair value, granted (in dollars per share) | $ / shares | 126.31 |
Weighted average grant date fair value, vested (in dollars per share) | $ / shares | 151.68 |
Weighted average grant date fair value, canceled (in dollars per share) | $ / shares | 145.56 |
Weighted average grant date fair value, end of period (in dollars per share) | $ / shares | $ 142.48 |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) - USD ($) $ in Thousands | Aug. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Aggregate purchase price | $ 1,331,079 | $ 9,239 | ||
Cash acquired from acquisition | 51,400 | |||
Deferred payments of previous acquisitions | 5,300 | $ 3,400 | ||
Masternaut | ||||
Business Acquisition [Line Items] | ||||
Additional investment | 7,900 | 8,400 | ||
Recovery of purchase price | 9,300 | |||
STP | ||||
Business Acquisition [Line Items] | ||||
Cash acquired from acquisition | $ 40,300 | |||
Aggregate purchase price | $ 1,250,000 | |||
Other | ||||
Business Acquisition [Line Items] | ||||
Cash acquired from acquisition | 11,100 | |||
Aggregate purchase price | $ 76,700 | |||
2015 Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Aggregate purchase price | $ 46,300 |
Acquisition - Summary of Purcha
Acquisition - Summary of Purchase Price Allocation (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Aug. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 4,183,981 | $ 3,546,034 | |
STP | |||
Business Acquisition [Line Items] | |||
Trade and other receivables | $ 238,997 | ||
Prepaid expenses and other | 5,163 | ||
Deferred tax assets | 2,353 | ||
Property and equipment | 46,024 | ||
Other long term assets | 1,029 | ||
Goodwill | 621,741 | ||
Other intangible assets | 642,012 | 642,012 | |
Deferred tax liabilities | (4,905) | ||
Liabilities assumed | (303,369) | ||
Aggregate purchase prices | $ 1,249,045 | ||
Other | |||
Business Acquisition [Line Items] | |||
Trade and other receivables | 27,810 | ||
Prepaid expenses and other | 5,097 | ||
Deferred tax assets | 146 | ||
Property and equipment | 992 | ||
Goodwill | 21,820 | ||
Other intangible assets | 63,410 | ||
Other intangible assets | 63,410 | ||
Liabilities assumed | (42,541) | ||
Aggregate purchase prices | $ 76,734 | ||
2015 Acquisitions | |||
Business Acquisition [Line Items] | |||
Trade and other receivables | 521 | ||
Prepaid expenses and other | 996 | ||
Property and equipment | 197 | ||
Goodwill | 9,561 | ||
Other intangible assets | 39,791 | ||
Other intangible assets | 39,791 | ||
Deferred tax liabilities | (2,331) | ||
Liabilities assumed | (2,437) | ||
Aggregate purchase prices | $ 46,298 |
Acquisition - Summary of Prelim
Acquisition - Summary of Preliminary Estimated Fair Value of Intangible Assets Acquired and the Related Estimated Useful Lives (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | Aug. 31, 2016 | |
STP | |||
Business Acquisition [Line Items] | |||
Other intangible assets | $ 642,012 | $ 642,012 | |
STP | Customer relationships and other identifiable intangible assets | |||
Business Acquisition [Line Items] | |||
Other intangible assets | $ 642,012 | ||
STP | Customer relationships and other identifiable intangible assets | Minimum | |||
Business Acquisition [Line Items] | |||
Useful Lives | 4 years | ||
STP | Customer relationships and other identifiable intangible assets | Maximum | |||
Business Acquisition [Line Items] | |||
Useful Lives | 10 years | ||
Other | |||
Business Acquisition [Line Items] | |||
Other intangible assets | $ 63,410 | ||
Other | Customer relationships and other identifiable intangible assets | |||
Business Acquisition [Line Items] | |||
Other intangible assets | $ 63,410 | ||
Other | Customer relationships and other identifiable intangible assets | Minimum | |||
Business Acquisition [Line Items] | |||
Useful Lives | 10 years | ||
Other | Customer relationships and other identifiable intangible assets | Maximum | |||
Business Acquisition [Line Items] | |||
Useful Lives | 20 years | ||
2015 Acquisitions | |||
Business Acquisition [Line Items] | |||
Other intangible assets | $ 39,791 | ||
2015 Acquisitions | Customer relationships | |||
Business Acquisition [Line Items] | |||
Other intangible assets | $ 39,791 | ||
2015 Acquisitions | Customer relationships | Minimum | |||
Business Acquisition [Line Items] | |||
Useful Lives | 14 years | ||
2015 Acquisitions | Customer relationships | Maximum | |||
Business Acquisition [Line Items] | |||
Useful Lives | 20 years |
Goodwill and Other Intangible47
Goodwill and Other Intangible Assets - Summary of Changes in Goodwill by Reportable Business Segment (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 3,546,034 |
Acquisitions/ Dispositions | 642,876 |
Acquisition Accounting Adjustments | 163 |
Foreign Currency | (5,092) |
Goodwill, ending balance | 4,183,981 |
North America | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 2,640,409 |
Acquisitions/ Dispositions | 0 |
Acquisition Accounting Adjustments | 0 |
Foreign Currency | 0 |
Goodwill, ending balance | 2,640,409 |
International | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 905,625 |
Acquisitions/ Dispositions | 642,876 |
Acquisition Accounting Adjustments | 163 |
Foreign Currency | (5,092) |
Goodwill, ending balance | $ 1,543,572 |
Goodwill and Other Intangible48
Goodwill and Other Intangible Assets - Schedule of Other Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | $ 3,266,074 | $ 2,578,337 |
Accumulated Amortization | (507,197) | (394,742) |
Net Carrying Amount | 2,758,877 | 2,183,595 |
Trade names and trademarks—indefinite lived | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amounts | 320,408 | 318,048 |
Accumulated Amortization | 0 | 0 |
Net Carrying Amount | $ 320,408 | 318,048 |
Customer and vendor agreements | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Weighted- Avg Useful Lives | 15 years 9 months 18 days | |
Gross Carrying Amounts | $ 2,760,942 | 2,071,928 |
Accumulated Amortization | (418,166) | (329,664) |
Net Carrying Amount | $ 2,342,776 | 1,742,264 |
Trade names and trademarks—other | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Weighted- Avg Useful Lives | 14 years 4 months 24 days | |
Gross Carrying Amounts | $ 2,825 | 3,067 |
Accumulated Amortization | (1,986) | (2,058) |
Net Carrying Amount | $ 839 | 1,009 |
Software | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Weighted- Avg Useful Lives | 5 years 1 month 6 days | |
Gross Carrying Amounts | $ 167,573 | 170,085 |
Accumulated Amortization | (76,851) | (54,250) |
Net Carrying Amount | $ 90,722 | 115,835 |
Non-compete agreements | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Weighted- Avg Useful Lives | 4 years 9 months 18 days | |
Gross Carrying Amounts | $ 14,326 | 15,209 |
Accumulated Amortization | (10,194) | (8,770) |
Net Carrying Amount | $ 4,132 | $ 6,439 |
Goodwill and Other Intangible49
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impact of foreign exchange rates on intangible assets | $ 18,000 | |
Amortization expense of intangible assets | $ 112,455 | $ 120,055 |
Debt - Summary of Debt Instrume
Debt - Summary of Debt Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Term note payable—domestic, net of discounts | $ 2,671,875 | $ 2,157,376 |
Other debt | 10,929 | 3,624 |
Total notes payable and other obligations | 3,280,120 | 2,321,000 |
Securitization facility | 656,000 | 614,000 |
Total notes payable, credit agreements and Securitization Facility | 3,936,120 | 2,935,000 |
Current portion | 1,383,763 | 875,100 |
Long-term portion | 2,552,357 | 2,059,900 |
Revolving line of credit A Facility—domestic | ||
Debt Instrument [Line Items] | ||
Revolving line of credit | 430,000 | 160,000 |
Revolving line of credit A Facility—foreign | ||
Debt Instrument [Line Items] | ||
Revolving line of credit | 162,128 | 0 |
Revolving line of credit A Facility—swing line | ||
Debt Instrument [Line Items] | ||
Revolving line of credit | $ 5,188 | $ 0 |
Debt - Summary of Debt Instru51
Debt - Summary of Debt Instruments Narrative (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2015 | Aug. 22, 2016 | Oct. 24, 2014 | |
Securitization Facility | ||||
Debt Instrument [Line Items] | ||||
Amended securitization facility | $ 950,000,000 | |||
Program fee | one month LIBOR | |||
Unused facility fee, as percentage of unused portion | 0.40% | 0.40% | ||
Term Loan A | ||||
Debt Instrument [Line Items] | ||||
Debt maturity date | Nov. 14, 2019 | |||
Line of credit facility initial borrowing, unamortized debt discount | $ 6,800,000 | |||
Additional borrowing capacity | $ 600,000,000 | |||
Term Loan B | ||||
Debt Instrument [Line Items] | ||||
Debt maturity date | Nov. 14, 2021 | |||
Line of credit facility initial borrowing, unamortized debt discount | $ 1,000,000 | |||
Commercial Paper | Securitization Facility | ||||
Debt Instrument [Line Items] | ||||
Program fee rate | 0.66% | 0.43% | ||
Basis spread on variable rate | 0.90% | 0.90% | ||
Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Amended securitization facility | $ 3,360,000,000 | |||
Additional borrowing capacity | 500,000,000 | |||
Secured Debt | Revolving A Facility | ||||
Debt Instrument [Line Items] | ||||
Amended securitization facility | 1,000,000,000 | |||
Secured Debt | Revolving B Facility | ||||
Debt Instrument [Line Items] | ||||
Amended securitization facility | 35,000,000 | |||
Secured Debt | Term Loan A | ||||
Debt Instrument [Line Items] | ||||
Amended securitization facility | 2,020,000,000 | |||
Secured Debt | Term Loan B | ||||
Debt Instrument [Line Items] | ||||
Amended securitization facility | $ 300,000,000 |
Income taxes - Additional Infor
Income taxes - Additional Information (Details) | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense at federal statutory rate, rate | 35.00% | 35.00% |
Income Taxes - Summary of Provi
Income Taxes - Summary of Provision for Income Taxes and U.S. Federal Tax Rate (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |||||||
Computed “expected” tax expense | $ 59,571 | $ 57,875 | |||||
Foreign income tax differential | (4,265) | (5,860) | |||||
Excess tax benefits related to stock-based compensation | (8,247) | 0 | |||||
State taxes net of federal benefits | 1,678 | 2,501 | |||||
Foreign-sourced nontaxable income | (6,691) | (2,344) | |||||
Domestic production activities deduction | (4,282) | (7,950) | |||||
Other | 2,822 | 4,365 | |||||
Provision for income taxes | $ 40,586 | $ 46,095 | $ 45,822 | $ 48,587 | $ 91,917 | $ 132,503 | $ 140,695 |
Computed “expected” tax expense | 35.00% | 35.00% | |||||
Foreign income tax differential | (2.50%) | (3.50%) | |||||
Excess tax benefits related to stock-based compensation | (4.90%) | 0.00% | |||||
State taxes net of federal benefits | 1.00% | 1.50% | |||||
Foreign-sourced nontaxable income | (3.90%) | (1.40%) | |||||
Domestic production activities deduction | (2.50%) | (4.80%) | |||||
Other | 1.70% | 2.60% | |||||
Provision for income taxes | 23.90% | 29.40% |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Earnings Per Share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |||||||
Net income | $ 129,618 | $ 116,253 | $ 111,090 | $ 116,770 | $ 227,343 | $ 356,961 | $ 309,601 |
Denominator for basic earnings per share (in shares) | 92,631 | 92,665 | 92,516 | 92,110 | 92,591 | 92,604 | 91,923 |
Dilutive securities (in shares) | 2,676 | 2,047 | 2,600 | 2,146 | |||
Denominator for diluted earnings per share (in shares) | 95,307 | 95,279 | 95,030 | 94,157 | 95,137 | 95,204 | 94,069 |
Basic earnings per share (in dollars per share) | $ 1.40 | $ 1.25 | $ 1.20 | $ 1.27 | $ 2.46 | $ 3.85 | $ 3.37 |
Diluted earnings per share (in dollars per share) | $ 1.36 | $ 1.22 | $ 1.17 | $ 1.24 | $ 2.39 | $ 3.75 | $ 3.29 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Diluted earnings per share excludes antidilutive effect | 0.1 | 0.6 |
Performance Based Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Diluted earnings per share excludes antidilutive effect | 0.3 | 0.4 |
Segments - Additional Informati
Segments - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)segment | Sep. 30, 2015USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 2 | |||
Revenues, net | $ 484,426,000 | $ 451,493,000 | $ 1,316,593,000 | $ 1,272,264,000 |
Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues, net | $ 0 |
Segments - Schedule of Company'
Segments - Schedule of Company's Segment Results (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Operating income | $ 191,055 | $ 188,460 | $ 538,178 | $ 521,385 |
Depreciation and amortization | 57,084 | 48,526 | 141,848 | 145,435 |
Capital expenditures | 17,120 | 13,292 | 41,877 | 29,526 |
Revenues, net | 484,426 | 451,493 | 1,316,593 | 1,272,264 |
Operating Segments [Member] | North America | ||||
Segment Reporting Information [Line Items] | ||||
Operating income | 135,760 | 132,428 | 367,221 | 351,778 |
Depreciation and amortization | 32,739 | 32,257 | 96,351 | 96,200 |
Capital expenditures | 11,980 | 6,493 | 28,501 | 14,510 |
Revenues, net | 345,868 | 334,944 | 950,542 | 918,333 |
Operating Segments [Member] | International | ||||
Segment Reporting Information [Line Items] | ||||
Operating income | 55,295 | 56,032 | 170,957 | 169,607 |
Depreciation and amortization | 24,345 | 16,269 | 45,497 | 49,235 |
Capital expenditures | 5,140 | 6,799 | 13,376 | 15,016 |
Revenues, net | $ 138,558 | $ 116,549 | $ 366,051 | $ 353,931 |