Document and Entity Information
Document and Entity Information Document - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 19, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | CDW Corp | ||
Entity Central Index Key | 1,402,057 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Public Float | $ 4,463,066,980 | ||
Entity Common Stock, Shares Outstanding | 167,740,043 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Financial Position [Abstract] | ||||
Diluted | $ 0.52 | $ 0.30 | $ 2.35 | $ 1.42 |
Common Stock, Dividends, Per Share, Cash Paid | $ 0.1075 | $ 0.0675 | $ 0.3100 | $ 0.1950 |
Current Assets: | ||||
Cash and cash equivalents | $ 37.6 | $ 344.5 | $ 37.6 | $ 344.5 |
Accounts receivable, net of allowance for doubtful accounts | 2,017.4 | 1,561.1 | 2,017.4 | 1,561.1 |
Merchandise inventory | 393.1 | 337.5 | 393.1 | 337.5 |
Miscellaneous receivables | 198.4 | 155.6 | 198.4 | 155.6 |
Prepaid expenses and other | 144.3 | 54.7 | 144.3 | 54.7 |
Total current assets | 2,790.8 | 2,453.4 | 2,790.8 | 2,453.4 |
Property and equipment, net | 175.4 | 137.2 | 175.4 | 137.2 |
Equity Investments | 0 | 86.7 | 0 | 86.7 |
Goodwill | 2,500.4 | 2,217.6 | 2,500.4 | 2,217.6 |
Other intangible assets, net | 1,276.4 | 1,168.8 | 1,276.4 | 1,168.8 |
Other assets | 12.3 | 12.2 | 12.3 | 12.2 |
Total assets | 6,755.3 | 6,075.9 | 6,755.3 | 6,075.9 |
Current Liabilities: | ||||
Accounts payable-trade | 866.5 | 704 | 866.5 | 704 |
Accounts payable-inventory financing | 439.6 | 332.1 | 439.6 | 332.1 |
Current maturities of long-term debt | 27.2 | 15.4 | 27.2 | 15.4 |
Deferred revenue | 151.9 | 81.3 | 151.9 | 81.3 |
Accrued expenses: | ||||
Compensation | 120.4 | 130.1 | 120.4 | 130.1 |
Interest | 25.1 | 28.1 | 25.1 | 28.1 |
Sales taxes | 38.1 | 29.1 | 38.1 | 29.1 |
Advertising | 52.3 | 34 | 52.3 | 34 |
Other | 166.2 | 113.9 | 166.2 | 113.9 |
Total current liabilities | 1,887.3 | 1,468 | 1,887.3 | 1,468 |
Long-term liabilities: | ||||
Debt | 3,232.5 | 3,150.6 | 3,232.5 | 3,150.6 |
Deferred income taxes | 469.6 | 475 | 469.6 | 475 |
Other liabilities | 70 | 45.8 | 70 | 45.8 |
Total long-term liabilities | $ 3,772.1 | $ 3,671.4 | $ 3,772.1 | $ 3,671.4 |
Commitments and contingencies | ||||
Stockholders' equity | ||||
Preferred stock issued and outstanding | $ 0 | $ 0 | $ 0 | $ 0 |
Common stock issued and outstanding | 1.7 | 1.7 | 1.7 | 1.7 |
Paid-in capital | 2,806.9 | 2,711.9 | 2,806.9 | 2,711.9 |
Accumulated deficit | (1,651.6) | (1,760.5) | (1,651.6) | (1,760.5) |
Accumulated other comprehensive loss | (61.1) | (16.6) | (61.1) | (16.6) |
Total stockholders' equity | 1,095.9 | 936.5 | 1,095.9 | 936.5 |
Total liabilities and stockholders' equity | $ 6,755.3 | $ 6,075.9 | $ 6,755.3 | $ 6,075.9 |
Basic | 170.3 | 170.6 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parenthetical (Parentheticals) - USD ($) shares in Millions, $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Commitments and Contingencies | ||
Allowance for Doubtful Accounts Receivable, Current | $ 6 | $ 5.7 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 100 | 100 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 1,000 | 1,000 |
Common Stock, Shares, Issued | 168.2 | 172.2 |
Common Stock, Shares, Outstanding | 168.2 | 172.2 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Net Sales | $ 3,418.4 | $ 3,501.1 | $ 3,314 | $ 2,755.2 | $ 3,050.1 | $ 3,266.1 | $ 3,106 | $ 2,652.3 | $ 12,988.7 | $ 12,074.5 | $ 10,768.6 | |
Cost of sales | 10,872.9 | 10,153.2 | 9,008.3 | |||||||||
Gross profit | 557.6 | 567.2 | 534.5 | 456.5 | 491.9 | 507.3 | 496.9 | 425.2 | 2,115.8 | 1,921.3 | 1,760.3 | |
Selling and administrative expenses | 1,226 | 1,110.3 | 1,120.9 | |||||||||
Advertising expense | 147.8 | 138 | 130.8 | |||||||||
Income (loss) from operations | 179.9 | 204.6 | 205.9 | 151.6 | 164.3 | 184.7 | 188.2 | 135.8 | 742 | 673 | 508.6 | [1] |
Interest expense, net | (159.5) | (197.3) | (250.1) | |||||||||
Net (loss) gain on extinguishments of long-term debt | (24.3) | (90.7) | (64) | |||||||||
Gain on remeasurement of equity investment | 98.1 | 0 | 0 | |||||||||
Other (expense) income, net | (9.3) | 2.7 | 1 | |||||||||
Income (loss) before income taxes | 647 | 387.7 | 195.5 | |||||||||
Income tax (expense) benefit | (243.9) | (142.8) | (62.7) | |||||||||
Net income (loss) | $ 89.3 | $ 150.9 | $ 108.2 | $ 54.7 | $ 51.8 | $ 55.6 | $ 86.6 | $ 50.9 | $ 403.1 | $ 244.9 | $ 132.8 | |
Basic | $ 0.53 | $ 0.89 | $ 0.63 | $ 0.32 | $ 0.30 | $ 0.33 | $ 0.51 | $ 0.30 | $ 2.37 | $ 1.44 | $ 0.85 | |
Diluted | 0.52 | 0.88 | 0.63 | 0.32 | 0.30 | 0.32 | 0.50 | 0.30 | $ 2.35 | $ 1.42 | $ 0.84 | |
Basic | 170.3 | 170.6 | 156.6 | |||||||||
Diluted | 171.8 | 172.8 | 158.7 | |||||||||
Cash dividends declared per common share | $ 0.1075 | $ 0.0675 | $ 0.0675 | $ 0.0675 | $ 0.0675 | $ 0.0425 | $ 0.0425 | $ 0.0425 | $ 0.3100 | $ 0.1950 | $ 0.0425 | |
[1] | Includes $75.0 million of IPO- and secondary-offering related expenses, as follows: Corporate $26.4 million; Public $14.4 million; Other $3.6 million; and Headquarters $30.6 million. For additional information relating to the IPO- and secondary-offering, see Note 10 (Stockholders’ Equity). |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net income (loss) | $ 403.1 | $ 244.9 | $ 132.8 |
Foreign currency translation adjustment | (44.5) | (10.3) | (6.7) |
Other Comprehensive Income (Loss), Net of Tax | (44.5) | (10.3) | (6.7) |
Comprehensive income (loss) | $ 358.6 | $ 234.6 | $ 126.1 |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Loss) Parenthetical (Parentheticals) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | $ 0.3 | $ 0.5 | $ 0 |
Consolidated Statement Of Share
Consolidated Statement Of Shareholders' (Deficit) Equity - USD ($) $ in Millions | Total | Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Preferred Stock [Member] | Common Stock [Member] |
Preferred Stock, Shares Issued at Dec. 31, 2012 | 0 | |||||
Common Stock, Shares, Issued at Dec. 31, 2012 | 145,200,000 | |||||
Stock Issued During Period, Shares, New Issues | 26,800,000 | |||||
Common Stock, Shares, Issued at Dec. 31, 2013 | 172,000,000 | |||||
Preferred Stock, Shares Issued at Dec. 31, 2013 | 0 | |||||
Balance at at Dec. 31, 2012 | $ 136.5 | $ 2,207.7 | $ (2,073) | $ 0.4 | $ 0 | $ 1.4 |
Equity-based compensation expense | 46.6 | 46.6 | 0 | 0 | 0 | 0 |
Stock Issued During Period, Value, New Issues | 424.7 | 424.4 | 0 | $ 0 | 0 | 0.3 |
Dividends Paid, Common Stock | (7.3) | 0 | (7.3) | 0 | 0 | |
Net income (loss) | 132.8 | 0 | 132.8 | $ 0 | 0 | 0 |
Repurchase of Class B Common Shares | (0.2) | 0 | (0.2) | 0 | 0 | 0 |
Foreign currency translation adjustment | (6.7) | 0 | 0 | (6.7) | 0 | 0 |
Reclassification to goodwill for accrued charitable contributions | 9.4 | 9.4 | 0 | 0 | 0 | 0 |
MPK Coworker Incentive Plan II units withheld for taxes | (24.1) | 0 | (24.1) | 0 | 0 | 0 |
Balance at at Dec. 31, 2013 | $ 711.7 | 2,688.1 | (1,971.8) | (6.3) | $ 0 | $ 1.7 |
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 200,000 | |||||
Common Stock, Shares, Issued at Dec. 31, 2014 | 172,200,000 | 172,200,000 | ||||
Preferred Stock, Shares Issued at Dec. 31, 2014 | 0 | 0 | ||||
Equity-based compensation expense | $ 16.4 | 16.4 | 0 | 0 | $ 0 | $ 0 |
Adjustments to Additional Paid in Capital, Income Tax Benefit from Share-based Compensation | 0.3 | 0.3 | 0 | 0 | 0 | 0 |
Stock Issued During Period, Value, Employee Stock Purchase Plan | 5.8 | 5.8 | 0 | 0 | 0 | 0 |
Dividends Paid, Common Stock | (33.6) | 0 | (33.6) | 0 | 0 | 0 |
Net income (loss) | 244.9 | 0 | 244.9 | 0 | 0 | 0 |
Foreign currency translation adjustment | (10.3) | 0 | 0 | (10.3) | 0 | 0 |
Stock Issued During Period, Value, Stock Options Exercised | 1.3 | 1.3 | 0 | 0 | 0 | 0 |
Balance at at Dec. 31, 2014 | $ 936.5 | 2,711.9 | (1,760.5) | (16.6) | $ 0 | $ 1.7 |
Stock Issued During Period, Shares, Stock Option Exercises | 101,162 | 100,000 | ||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 300,000 | |||||
Stock Issued During Period, Shares, Acquisitions | 1,600,000 | |||||
Stock Repurchased and Retired During Period, Shares | 6,300,000 | |||||
Common Stock, Shares, Issued at Dec. 31, 2015 | 168,200,000 | 168,200,000 | ||||
Preferred Stock, Shares Issued at Dec. 31, 2015 | 0 | 0 | ||||
Equity-based compensation expense | $ 28.3 | 28.3 | 0 | 0 | $ 0 | $ 0 |
Adjustments to Additional Paid in Capital, Income Tax Benefit from Share-based Compensation | 0.6 | 0.6 | 0 | 0 | 0 | |
Stock Issued During Period, Value, Employee Stock Purchase Plan | 8.7 | 8.7 | 0 | 0 | 0 | |
Stock Issued During Period, Value, Acquisitions | 55 | 55 | 0 | 0 | 0 | 0 |
Dividends Paid, Common Stock | (52.9) | 0 | (52.9) | 0 | 0 | 0 |
Net income (loss) | 403.1 | 0 | 403.1 | 0 | 0 | 0 |
Stock Repurchased and Retired During Period, Value | (241.3) | 0 | (241.3) | 0 | 0 | 0 |
Foreign currency translation adjustment | (44.5) | 0 | 0 | (44.5) | 0 | 0 |
Stock Issued During Period, Value, Stock Options Exercised | 2.4 | 2.4 | 0 | 0 | 0 | $ 0 |
Stock Issued During Period, Shares, Share-based Compensation, Gross | 300,000 | |||||
Stock Issued During Period, Value, Share-based Compensation, Gross | 0 | 0 | 0 | 0 | 0 | $ 0 |
Balance at at Dec. 31, 2015 | $ 1,095.9 | $ 2,806.9 | $ (1,651.6) | $ (61.1) | $ 0 | $ 1.7 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred Income Tax Expense (Benefit) Translated at YTD Weighted Average Exchange Rate | $ (54.5) | $ (89.1) | $ (48.7) |
Cash flows from operating activities: | |||
Net income (loss) | 403.1 | 244.9 | 132.8 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 227.4 | 207.9 | 208.2 |
Equity-based compensation expense | 31.2 | 16.4 | 46.6 |
Amortization of deferred financing costs | 6.4 | 6.4 | 8.8 |
Net (loss) gain on extinguishments of long-term debt | 24.3 | 90.7 | 64 |
Income (Loss) from Equity Method Investments | 11.2 | (1.2) | 0 |
Gain on remeasurement of equity investment | (98.1) | 0 | 0 |
Other Operating Activities, Cash Flow Statement | 2.4 | 0.8 | 1.7 |
Changes in assets and liabilities: | |||
Accounts receivable | (342.6) | (117.6) | (170.8) |
Merchandise inventory | (31.5) | 44.2 | (67.5) |
Other assets | (71.2) | (18.7) | (10.1) |
Accounts payable-trade | 100.5 | 43.7 | 146.1 |
Other current liabilities | 47.5 | 1.7 | 64.1 |
Long-term liabilities | 21.4 | 4.9 | (8.9) |
Net cash provided by operating activities | 277.5 | 435 | 366.3 |
Cash flows from investing activities: | |||
Capital expenditures | (90.1) | (55) | (47.1) |
Payments to Acquire Equity Method Investments | 0 | (86.8) | 0 |
Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II | 0 | (20.9) | 0 |
Premium payments on interest rate cap agreements | (0.5) | (2.1) | 0 |
Payments to Acquire Businesses, Net of Cash Acquired | (263.8) | 0 | 0 |
Net cash used in investing activities | (354.4) | (164.8) | (47.1) |
Cash flows from financing activities: | |||
Proceeds from borrowings under revolving credit facility | 314.5 | 0 | 63 |
Repayments of borrowings under revolving credit facility | (314.5) | 0 | (63) |
Repayments of long-term debt | (32.8) | (15.4) | (51.1) |
Proceeds from issuance of long-term debt | 525 | 1,175 | 1,535.2 |
Payments to extinguish long-term debt | (525.3) | (1,299) | (2,047.4) |
Payments of debt financing costs | (6.8) | (21.9) | (6.1) |
Net change in accounts payable-inventory financing | 95.9 | 75.5 | 7.4 |
Net proceeds from issuance of common shares | 0 | 0 | 424.7 |
Proceeds from Stock Options Exercised | 2.4 | 1.3 | 0 |
Proceeds from Coworker Stock Purchase Plan | 8.7 | 5.8 | 0 |
Repurchase of common shares | (241.3) | 0 | (0.2) |
Dividends paid | (52.9) | (33.6) | (7.3) |
Excess Tax Benefit from Share-based Compensation, Financing Activities | 0.6 | 0.3 | 0.6 |
Payment of incentive compensation plan withholding taxes | 0 | 0 | (24.1) |
Net cash used in financing activities | (226.5) | (112) | (168.3) |
Effect of exchange rate changes on cash and cash equivalents | (3.5) | (1.8) | (0.7) |
Net increase (decrease) in cash and cash equivalents | (306.9) | 156.4 | 150.2 |
Cash and cash equivalents - beginning of period | 344.5 | 188.1 | 37.9 |
Cash and cash equivalents - end of period | 37.6 | 344.5 | 188.1 |
Supplementary disclosure of cash flow information: | |||
Interest paid, including cash settlements on interest rate swap agreements | (154.6) | (195.8) | (267.6) |
Taxes refunded (paid), net | $ (300.2) | $ (241.2) | $ (82.5) |
Description Of Business And Sum
Description Of Business And Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Description of Business and Summary of Significant Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies Description of Business CDW Corporation (“Parent”) is a Fortune 500 company and a leading provider of integrated information technology (“IT”) solutions to small, medium and large business, government, education and healthcare customers in North America and the United Kingdom. The Company’s offerings range from discrete hardware and software products to integrated IT solutions such as mobility, security, data center optimization, cloud computing, virtualization and collaboration. Throughout this report, the terms “the Company” and “CDW” refer to Parent and its 100% owned subsidiaries. Parent has two 100% owned subsidiaries, CDW LLC and CDW Finance Corporation. CDW LLC is an Illinois limited liability company that, together with its 100% owned subsidiaries, holds all material assets and conducts all business activities and operations of the Company. CDW Finance Corporation is a Delaware corporation formed for the sole purpose of acting as co-issuer of certain debt obligations as described in Note 17 (Supplemental Guarantor Information) and does not hold any material assets or engage in any business activities or operations. On August 1, 2015, the Company completed the acquisition of Kelway TopCo Limited (“Kelway”) by purchasing the remaining 65% of its outstanding common stock which increased the Company’s ownership interest from 35% to 100% , and provided the Company control. For further details regarding the acquisition, see Note 3 (Acquisition) . CDW Corporation was previously owned directly by CDW Holdings LLC (“CDW Holdings”), a company controlled by investment funds affiliated with Madison Dearborn Partners, LLC (“Madison Dearborn”) and Providence Equity Partners L.L.C. (“Providence Equity”), certain other co-investors and certain members of CDW management. On October 12, 2007, CDW Corporation was acquired through a merger transaction by an entity controlled by investment funds affiliated with Madison Dearborn and Providence Equity (the “Madison Dearborn and Providence Equity Acquisition”). On July 2, 2013, Parent completed an initial public offering (“IPO”) of its common stock. In connection with the IPO, CDW Holdings distributed all of its shares of Parent’s common stock to its members in June 2013 in accordance with the members’ respective membership interests and was subsequently dissolved in August 2013. For additional discussion of the IPO, see Note 10 (Stockholders’ Equity) . Basis of Presentation The Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Principles of Consolidation The Consolidated Financial Statements include the accounts of Parent and its 100% owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation. Use of Estimates The preparation of the Consolidated Financial Statements in accordance with GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Business Combinations The Company accounts for all business combinations using the acquisition method of accounting, which allocates the fair value of the purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions. The Company may utilize third-party valuation specialists to assist the Company in the allocation. Initial purchase price allocations are subject to revision within the measurement period, not to exceed one year from the date of acquisition. Acquisition-related expenses and transaction costs associated with business combinations are expensed as incurred. Cash and Cash Equivalents Cash and cash equivalents include all deposits in banks and short-term (original maturities of three months or less at the time of purchase), highly liquid investments that are readily convertible to known amounts of cash and are so near maturity that there is insignificant risk of changes in value due to interest rate changes. Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and typically do not bear interest. The Company provides allowances for doubtful accounts related to accounts receivable for estimated losses resulting from the inability of its customers to make required payments. The Company takes into consideration the overall quality of the receivable portfolio along with specifically-identified customer risks. Merchandise Inventory Inventory is valued at the lower of cost or market value. Cost is determined using a weighted-average cost method. Price protection is recorded when earned as a reduction to the cost of inventory. The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. Miscellaneous Receivables Miscellaneous receivables generally consist of amounts due from vendors. The Company receives incentives from vendors related to cooperative advertising, volume rebates, bid programs, price protection and other programs. These incentives generally relate to written vendor agreements with specified performance requirements and are recorded as adjustments to Cost of sales or Merchandise inventory, depending on the nature of the incentive. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. The Company calculates depreciation expense using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their useful lives or the initial lease term. Expenditures for major renewals and improvements that extend the useful life of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. The estimated useful lives of property and equipment are as follows: Classification Estimated Useful Lives Machinery and equipment 5 to 10 years Building and leasehold improvements 4 to 25 years Computer and data processing equipment 3 to 5 years Computer software 3 to 5 years Furniture and fixtures 4 to 10 years The Company has asset retirement obligations associated with commitments to return property subject to operating leases to its original condition upon lease termination. The Company’s asset retirement liability was $1.8 million and $0.5 million as of December 31, 2015 and 2014 , respectively. Equity Investments If the Company is not required to consolidate its investment in another entity because it does not have control, the Company uses the equity method if it (i) can exercise significant influence over the other entity and (ii) holds common stock of the other entity. Under the equity method, investments are carried at cost, plus or minus the Company’s share of equity in the increases and decreases in the investee’s net assets after the date of acquisition and adjustments for basis differences. The Company’s share of the net income or loss of equity method investees is included in Other (expense) income, net in the Consolidated Statements of Operations. Goodwill The Company performs an evaluation of goodwill, utilizing either a quantitative or qualitative impairment test, on an annual basis, or more frequently if circumstances indicate a potential impairment. The annual test for impairment is conducted as of December 1. The Company’s reporting units used to assess potential goodwill impairment are the same as its operating segments. Under a quantitative assessment, testing for impairment of goodwill is a two-step process. The first step compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill to determine the amount of impairment loss. Fair value of a reporting unit is determined by using a weighted combination of an income approach ( 75% ) and a market approach ( 25% ), as this combination is considered the most indicative of the Company’s fair value in an orderly transaction between market participants. Under the income approach, the Company determines fair value based on estimated future cash flows of a reporting unit, discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn. The estimated future cash flows of each reporting unit is based on internally generated forecasts for the remainder of the respective reporting period and the next six years. The Company uses a 3.5% long-term assumed consolidated annual net sales growth rate for periods after the six-year forecast. Under the market approach, the Company utilizes valuation multiples derived from publicly available information for guideline companies to provide an indication of how much a knowledgeable investor in the marketplace would be willing to pay for a company. The valuation multiples are applied to the reporting units. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including net sales growth rates, gross margins, operating margins, discount rates and future market conditions, among others. Any changes in the judgments, estimates or assumptions used could produce significantly different results. Under a qualitative assessment, the most recent quantitative assessment is the starting point to determine if it is more- likely-than-not that the reporting unit’s goodwill is impaired. As part of this qualitative assessment, the Company assesses relevant events and circumstances including macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, changes in share price and entity-specific events. Intangible Assets Intangible assets with determinable lives are amortized on a straight-line basis over their respective estimated useful lives. The cost of computer software developed or obtained for internal use is capitalized and amortized on a straight-line basis over the estimated useful life of the software. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset’s carrying amount over its fair value. In addition, each quarter, the Company evaluates whether events and circumstances warrant a revision to the remaining estimated useful life of each of these intangible assets. If the Company were to determine that a change to the remaining estimated useful life of an intangible asset was necessary, then the remaining carrying amount of the intangible asset would be amortized prospectively over that revised remaining useful life. The following table shows estimated useful lives of definite-lived intangible assets: Classification Estimated Useful Lives Customer relationships and contracts 3 to 14 years Trade name generally 20 years Internally developed software 2 to 5 years Other 1 to 10 years Deferred Financing Costs Deferred financing costs, such as underwriting, financial advisory, professional fees and other similar fees are capitalized and recognized in Interest expense, net over the estimated life of the related debt instrument using the effective interest method or straight-line method, as applicable. The Company classifies deferred financing costs as a direct deduction from the carrying value of the long-term debt liability on the Consolidated Balance Sheets, except for deferred financing costs associated with line-of-credit arrangements which are presented as an asset, included within “Other assets” on the Consolidated Balance Sheets. Derivatives The Company has entered into interest rate cap agreements for the purpose of economically hedging its exposure to fluctuations in interest rates. These derivatives are recorded at fair value in the Consolidated Balance Sheets. The Company’s interest rate cap agreements are not designated as cash flow hedges of interest rate risk. Changes in fair value of the derivatives are recorded directly to Interest expense, net in the Consolidated Statements of Operations. Fair Value Measurements Fair value is defined under GAAP as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy has been established for valuation inputs to prioritize the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 – observable inputs such as quoted prices for identical instruments traded in active markets. Level 2 – inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques. Accumulated Other Comprehensive Loss Foreign currency translation adjustments are included in Stockholders’ equity under Accumulated other comprehensive loss. The components of accumulated other comprehensive loss are as follows: Years Ended December 31, (in millions) 2015 2014 2013 Foreign currency translation $ (61.1 ) $ (16.6 ) $ (6.3 ) Accumulated other comprehensive loss $ (61.1 ) $ (16.6 ) $ (6.3 ) Revenue Recognition The Company is a primary distribution channel for a large group of vendors and suppliers, including original equipment manufacturers (“OEMs”), software publishers and wholesale distributors. The Company records revenue from sales transactions when title and risk of loss are passed to the customer, there is persuasive evidence of an arrangement for sale, delivery has occurred and/or services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured. The Company’s shipping terms typically specify F.O.B. destination, at which time title and risk of loss have passed to the customer. Revenues from the sales of hardware products and software products and licenses are generally recognized on a gross basis with the selling price to the customer recorded as sales and the acquisition cost of the product recorded as cost of sales. These items can be delivered to customers in a variety of ways, including (i) as physical product shipped from the Company’s warehouse, (ii) via drop-shipment by the vendor or supplier, or (iii) via electronic delivery for software licenses. At the time of sale, the Company records an estimate for sales returns and allowances based on historical experience. The Company’s vendor partners warrant most of the products the Company sells. The Company leverages drop-shipment arrangements with many of its vendors and suppliers to deliver products to its customers without having to physically hold the inventory at its warehouses, thereby increasing efficiency and reducing costs. The Company recognizes revenue for drop-shipment arrangements on a gross basis upon delivery to the customer with contract terms that typically specify F.O.B. destination. Revenue from professional services is either recognized as provided for services billed at an hourly rate, recognized using a percentage of completion model for fixed fee project work or recognized using a proportional performance model for services provided at a fixed fee. Revenue from cloud computing solutions including Software as a Service (“SaaS”) and Infrastructure as a Service (“IaaS”) arrangements, as well as data center services such as managed and remote managed services, server co-location, internet connectivity and data backup and storage, is recognized over the period service is provided. The Company also sells certain products for which it acts as an agent. Products in this category include the sale of third-party services, warranties, software assurance (“SA”) and third-party hosted SaaS and IaaS arrangements. SA is a product that allows customers to upgrade, at no additional cost, to the latest technology if new applications are introduced during the period that the SA is in effect. These sales do not meet the criteria for gross sales recognition, and thus are recognized on a net basis at the time of sale. Under net sales recognition, the cost paid to the vendor or third-party service provider is recorded as a reduction to sales, resulting in net sales being equal to the gross profit on the transaction. The Company’s larger customers are offered the opportunity by certain of its vendors to purchase software licenses and SA under enterprise agreements (“EAs”). Under EAs, customers are considered to be compliant with applicable license requirements for the ensuing year, regardless of changes to their employee base. Customers are charged an annual true-up fee for changes in the number of users over the year. With most EAs, the Company’s vendors will transfer the license and bill the customer directly, paying resellers such as the Company an agency fee or commission on these sales. The Company records these fees as a component of net sales as earned and there is no corresponding cost of sales amount. In certain instances, the Company bills the customer directly under an EA and accounts for the individual items sold based on the nature of the item. The Company’s vendors typically dictate how the EA will be sold to the customer. The Company also sells some of its products and services as part of bundled contract arrangements containing multiple deliverables, which may include a combination of products and services. For each deliverable that represents a separate unit of accounting, total arrangement consideration is allocated based upon the relative selling prices of each element. The allocated arrangement consideration is recognized as revenue in accordance with the principles described above. Selling prices are determined by using vendor specific objective evidence (“VSOE”) if it exists. Otherwise, selling prices are determined using third-party evidence (“TPE”). If neither VSOE or TPE is available, the Company uses its best estimate of selling prices. The Company records freight billed to its customers as Net sales and the related freight costs as a Cost of sales. Deferred revenue includes (1) payments received from customers in advance of providing the product or performing services and (2) amounts deferred if other conditions of revenue recognition have not been met. The Company performs an analysis of the estimated number of days of sales in-transit to customers at the end of each period based on a weighted-average analysis of commercial delivery terms that includes drop-shipment arrangements. This analysis is the basis upon which the Company estimates the amount of sales in-transit at the end of the period and adjusts revenue and the related costs to reflect only what has been received by the customer. Changes in delivery patterns may result in a different number of business days used in making this adjustment and could have a material impact on the Company’s revenue recognition for the period. Sales Taxes Sales tax amounts collected from customers for remittance to governmental authorities are presented on a net basis in the Company’s Consolidated Statements of Operations. Advertising Advertising costs are generally charged to expense in the period incurred. Cooperative reimbursements from vendors are recorded in the period the related advertising expenditure is incurred. The Company classifies vendor consideration as a reduction to Cost of sales. Equity-Based Compensation The Company measures all equity-based payments using a fair-value-based method and records compensation expense over the requisite service period using the straight-line method in its Consolidated Financial Statements. Estimated forfeiture rates have been developed based upon historical experience. Interest Expense Interest expense is typically recognized in the period incurred at the applicable interest rate in effect. Foreign Currency Translation The Company’s functional currency is the U.S. dollar. The functional currency of the Company’s international operating subsidiaries is generally the same as the corresponding local currency. Assets and liabilities of the international operating subsidiaries are translated at the spot rate in effect at the applicable reporting date. Revenues and expenses of the international operating subsidiaries are translated at the average exchange rates in effect during the applicable period. The resulting foreign currency translation adjustment is recorded as Accumulated other comprehensive loss, which is reflected as a separate component of Stockholders’ equity. Income Taxes Deferred income taxes are provided to reflect the differences between the tax bases of assets and liabilities and their reported amounts in the Consolidated Financial Statements using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company performs an evaluation of the realizability of deferred tax assets on a quarterly basis. This evaluation requires management to make use of estimates and assumptions and considers all positive and negative evidence and factors, such as the scheduled reversal of temporary differences, the mix of earnings in the jurisdictions in which the Company operates, and prudent and feasible tax planning strategies. The Company accounts for unrecognized tax benefits based upon its assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company reports a liability for unrecognized tax benefits resulting from unrecognized tax benefits taken or expected to be taken in a tax return and recognizes interest and penalties, if any, related to its unrecognized tax benefits in income tax expense. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2015 | |
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Balance Sheet Classification of Deferred Taxes In November 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, simplifying the balance sheet classification of deferred taxes by requiring all deferred taxes, along with any related valuation allowance, to be presented as noncurrent. This ASU is effective for the Company beginning in the first quarter of 2017, allows for early adoption and may be applied either prospectively or retrospectively. This ASU is not expected to have a material impact on the Company’s Consolidated Financial Statements. Accounting for Measurement Period Adjustments in a Business Combination In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments, eliminating the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Instead, acquirers must recognize measurement-period adjustments during the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. This ASU is effective for the Company beginning in the first quarter of 2016, allows for early adoption and must be applied prospectively to adjustments to provisional amounts occurring after the effective date. The Company elected to early adopt ASU 2015-16 in the fourth quarter of 2015 and applied the new guidance to the measurement period adjustments recognized during the fourth quarter of 2015. For more information, see Note 3 (Acquisition) . Simplifying the Measurement of Inventory In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, amending the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value instead of the lower of cost or market value. This ASU is effective for the Company beginning in the first quarter of 2017, allows for early adoption and must be applied prospectively after the date of adoption. This ASU is not expected to have a material impact on the Company’s Consolidated Financial Statements. Debt Issuance Costs In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, amending the presentation of debt issuance costs by requiring deferred financing costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for deferred financing costs are not affected by the amendments in this ASU. This ASU is effective for the Company beginning in the first quarter of 2016, allows for early adoption permitted and requires retrospective application to all prior periods. The Company elected to early adopt ASU 2015-03 in the second quarter of 2015. As of June 30, 2015, the Company classified deferred financing costs as a direct deduction from the carrying value of the long-term debt liability on the Consolidated Balance Sheets. Additionally, as of June 30, 2015, the Company retroactively adjusted the deferred financing costs and long-term debt liability presented as of December 31, 2014 by reducing the long-term debt liability by the amount of the deferred financing costs and eliminating the presentation of deferred financing costs as an asset on the Consolidated Balance Sheets. In August 2015, the FASB issued ASU 2015-15, Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements—Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update), clarifying the SEC’s views on the presentation and subsequent measurement of debt issuance costs related to line-of-credit arrangements. The ASU allows for an entity to defer and present debt issuance costs associated with line-of-credit arrangements as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangements. This ASU is effective upon issuance and the Company adopted it in the third quarter of 2015. As of September 30, 2015, the Company classified deferred financing costs related to the Senior Secured Asset-Based Revolving Credit Facility as an asset, included within Other Assets on the Consolidated Balance Sheets. The Company retroactively adjusted the deferred financing costs and long-term debt liability presented as of December 31, 2014 to align it to the presentation required by ASU 2015-15. These adjustments had no impact on Net income, Comprehensive income, total Stockholders’ equity cash flows, or Adjusted EBITDA, a non-GAAP measure defined in the Company’s credit agreement. The Company has determined the adjustments are not material either individually or in aggregate to any of its previously issued Consolidated Financial Statements. A summary of the revisions to the Consolidated Balance Sheet at December 31, 2014 is as follows: December 31, 2014 (in millions) As Previously Reported As Reported Upon Adoption of ASU 2015-03 and ASU 2015-15 Deferred financing costs, net $ 33.0 $ — Other assets $ 3.2 $ 12.2 Long-term debt $ (3,174.6 ) $ (3,150.6 ) Revenue Recognition In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), replacing most existing revenue recognition guidance under GAAP and eliminating industry specific guidance. The core principal of the new guidance is that an entity should recognize revenue for the transfer of goods and services equal to an amount it expects to be entitled to receive for those goods and services. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, deferring the effective date by one year. This ASU will be effective for the Company beginning in the first quarter of 2018, allows for early adoption in the first quarter of 2017 and may be applied using either a full retrospective approach or a modified retrospective approach. The Company is currently evaluating the method of adoption and the impact this ASU will have on its Consolidated Financial Statements. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition On August 1, 2015 , the Company completed the acquisition of Kelway by purchasing the remaining 65% of its outstanding common stock which increased the Company’s ownership interest from 35% to 100% , and provided the Company control. Kelway is a U.K.-based IT solutions provider which has cross-border supply chain relationships that enable it to conduct business in more than 80 countries . A summary of the total consideration transferred is as follows: (in millions) Acquisition-Date Fair Value Cash $ 291.6 Fair value of CDW common stock (1) 33.2 Fair value of previously held equity investment on the date of acquisition (2) 174.9 Total consideration $ 499.7 (1) The Company issued 1.6 million shares of CDW common stock. The fair value of the common stock was based on the closing market price on July 31, 2015 , adjusted for the lack of marketability as the shares of CDW common stock issued to certain sellers are subject to a three -year lock up restriction from August 1, 2015 . One of the sellers granted 0.6 million stock options to certain Kelway coworkers over his shares of CDW common stock received in the transaction. The fair value of these stock options was $21.8 million , which has been accounted for as post-combination stock-based compensation and is being amortized over the weighted-average requisite service period of 3.2 years and recorded in Selling and administrative expenses in the Consolidated Statements of Operations. (2) As a result of the Company obtaining control over Kelway, the Company’s previously held 35% equity investment was remeasured to fair value, resulting in a gain of $98.1 million included in Gain on remeasurement of equity investment in the Consolidated Statements of Operations. The fair value of the previously held equity investment was determined by management with the assistance of a third party valuation firm, based on information available at the acquisition date. Transaction-related costs associated with this acquisition of $5.8 million during the year ended December 31, 2015 were expensed as incurred and included in Selling and administrative expenses in the Consolidated Statements of Operations. The recognized amounts of identifiable assets acquired and liabilities assumed, translated using the foreign currency exchange rates on the date of acquisition, are as follows: (in millions) Acquisition-Date Fair Value (1) Cash $ 27.8 Accounts receivable 135.7 Merchandise inventory 27.1 Property and equipment, net 11.4 Identified intangible assets (2) 289.8 Other assets 53.5 Total assets acquired 545.3 Accounts payable (3) (86.1 ) Deferred revenue (57.2 ) Other liabilities (40.7 ) Deferred tax liabilities (55.3 ) Debt (111.5 ) Total liabilities assumed (350.8 ) Total identifiable net assets 194.5 Goodwill 305.2 Total purchase price $ 499.7 (1) The fair values assigned to the tangible and intangible assets acquired and liabilities assumed were based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. These fair values are subject to change within the measurement period. In the fourth quarter of 2015 , the Company recorded a reduction of $8.6 million to goodwill, primarily related to adjustments to taxes, merchandise inventory and deferred revenue. (2) Details of the identified intangible assets acquired are as follows: (in millions) Acquisition-Date Fair Value Weighted-Average Amortization Period (in years) Customer relationships $ 260.8 13 Customer contracts 25.9 3 Developed technology 1.7 2 Trade name 1.4 1 Total identified intangible assets $ 289.8 (3) Accounts payable includes both Accounts payable-trade and Accounts payable-inventory financing. Goodwill in the amount of $305.2 million was recognized in the acquisition of Kelway and is attributable to the business from new customers and the value of the acquired assembled workforce. The goodwill was allocated to the Kelway operating segment which is included with CDW Advanced Services and Canada in an all other category (“Other”). The full amount of goodwill recognized is not deductible for income tax purposes in the United Kingdom. For the year ended December 31, 2015 , net sales and net income of Kelway included in the Company’s Consolidated Statements of Operations from the date of acquisition were $350.7 million and $8.6 million , respectively. The unaudited pro forma Consolidated Statements of Operations in the table below summarizes the combined results of operations of the Company and Kelway, as if the acquisition had been completed on January 1, 2014, and gives effect to pro forma events that are factually supportable and directly attributable to the transaction. The unaudited pro forma results reflect adjustments for equity-based compensation, acquisition and integration costs, incremental intangible asset amortization based on the fair values of each identifiable intangible asset, which are subject to change within the measurement period, pre-acquisition equity earnings, the gain on the remeasurement of the Company’s previously held 35% equity method investment, elimination of pre-acquisition intercompany sales transactions and the impacts of certain other pre-acquisition transactions. Pro forma adjustments were tax-effected at the statutory rates within the applicable jurisdictions. This unaudited pro forma information is presented for informational purposes only and may not be indicative of the historical results of operations that would have been obtained if the acquisition had taken place on January 1, 2014, nor the results that may be obtained in the future. This unaudited pro forma information does not reflect future synergies, integration costs or other such costs or savings. The unaudited pro forma Consolidated Statements of Operations for the years ended December 31, 2015 and 2014 is as follows: Years Ended December 31, (in millions) 2015 2014 Net sales $ 13,507.6 $ 12,933.1 Net income 363.7 243.1 The unaudited pro forma information above reflects the following adjustments: (1) Excludes acquisition and integration expenses directly related to the transaction. (2) Includes additional amortization expense related to the fair value of acquired intangibles. (3) Excludes the gain of resulting from the remeasurement of the Company’s previously held 35% equity investment to fair value upon the completion of the acquisition. (4) Excludes the Company’s share of net income/loss from its previously held 35% equity investment prior to the completion of the acquisition. (5) Excludes non-cash equity-based compensation related to certain equity awards granted by one of the sellers to Kelway coworkers in July 2015 prior to the completion of the acquisition. (6) Includes additional non-cash equity-based compensation related to equity awards granted to Kelway coworkers after the completion of the acquisition. (7) Includes the elimination of inter-company sales transactions prior to the completion of the acquisition. |
Property And Equipment
Property And Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property And Equipment | Property and Equipment Property and equipment consists of the following: December 31, (in millions) 2015 2014 Land $ 27.7 $ 27.7 Machinery and equipment 56.8 54.3 Building and leasehold improvements 126.7 105.1 Computer and data processing equipment 99.6 65.6 Computer software 10.3 10.6 Furniture and fixtures 29.4 21.7 Construction in progress 23.9 24.7 Property and equipment 374.4 309.7 Less: accumulated depreciation 199.0 172.5 Property and equipment, net $ 175.4 $ 137.2 During 2015, 2014 and 2013, the Company recorded disposals of $22.8 million , $32.0 million and $7.9 million , respectively, to remove assets that were no longer in use from property and equipment. The Company recorded a pre-tax loss of $0.2 million , $0.1 million and $0.0 million in 2015, 2014 and 2013, respectively, for certain disposed assets that were not fully depreciated. Depreciation expense for the years ended December 31, 2015, 2014 and 2013 is $28.6 million , $25.8 million and $27.2 million , respectively. |
Goodwill And Other Intangible A
Goodwill And Other Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill The changes in goodwill by reportable segment for the years ended December 31, 2015 and 2014 are as follows: (in millions) Corporate Public Other (1) Consolidated Balances as of December 31, 2013: Goodwill $ 2,803.2 $ 1,265.4 $ 105.5 $ 4,174.1 Accumulated impairment charges (1,571.4 ) (354.1 ) (28.3 ) (1,953.8 ) 1,231.8 911.3 77.2 2,220.3 2014 Activity: Foreign currency translation — — (2.7 ) (2.7 ) — — (2.7 ) (2.7 ) Balances as of December 31, 2014: Goodwill 2,803.2 1,265.4 102.8 4,171.4 Accumulated impairment charges (1,571.4 ) (354.1 ) (28.3 ) (1,953.8 ) 1,231.8 911.3 74.5 2,217.6 2015 Activity: Foreign currency translation — — (22.4 ) (22.4 ) Acquisition (2) — — 305.2 305.2 — — 282.8 282.8 Balances as of December 31, 2015: Goodwill 2,803.2 1,265.4 385.6 4,454.2 Accumulated impairment charges (1,571.4 ) (354.1 ) (28.3 ) (1,953.8 ) $ 1,231.8 $ 911.3 $ 357.3 $ 2,500.4 (1) Other is comprised of CDW Advanced Services, Canada and Kelway reporting units. (2) For further information regarding the addition to goodwill resulting from the Company’s acquisition of Kelway, see Note 3 (Acquisition) . December 1, 2015 Impairment Analysis The Company completed its annual impairment analysis as of December 1, 2015 by utilizing a qualitative assessment for all reporting units. The Company determined that it was more-likely-than-not that the fair value of each reporting unit exceeded its carrying value. As a result of this determination, the quantitative two-step impairment analysis was deemed unnecessary. December 1, 2014 Impairment Analysis The Company performed its annual impairment analysis as of December 1, 2014 by utilizing a quantitative assessment for all reporting units. Each reporting unit passed the first step of the analysis, and accordingly, the Company was not required to perform the second step of the analysis. Other Intangible Assets A summary of intangible assets at December 31, 2015 and 2014 is as follows: (in millions) December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships and contracts $ 2,128.3 $ 1,162.0 $ 966.3 Trade name 422.3 173.9 248.4 Internally developed software 136.5 77.7 58.8 Other 5.8 2.9 2.9 Total $ 2,692.9 $ 1,416.5 $ 1,276.4 December 31, 2014 Customer relationships $ 1,859.7 $ 1,012.1 $ 847.6 Trade name 421.0 152.0 269.0 Internally developed software 110.1 58.9 51.2 Other 3.2 2.2 1.0 Total $ 2,394.0 $ 1,225.2 $ 1,168.8 During the years ended December 31, 2015 and 2014 , the Company recorded disposals of $6.1 million and $41.7 million , respectively, to remove fully amortized internally developed software assets that were no longer in use. Amortization expense related to intangible assets for the years ended December 31, 2015, 2014 and 2013 is $198.8 million , $182.1 million and $181.0 million , respectively. Estimated future amortization expense related to intangible assets for the next five years is as follows: (in millions) Years ending December 31, Estimated Future Amortization Expense 2016 $ 213.7 2017 207.1 2018 191.3 2019 178.0 2020 157.3 |
Inventory Financing Agreements
Inventory Financing Agreements | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Financing Agreements [Abstract] | |
Inventory Financing Agreements | Inventory Financing Agreements The Company has entered into agreements with certain financial intermediaries to facilitate the purchase of inventory from various suppliers under certain terms and conditions, as described below. These amounts are classified separately as Accounts payable-inventory financing on the accompanying Consolidated Balance Sheets. The Company does not incur any interest expense associated with these agreements as balances are paid when they are due. Amounts included in accounts payable-inventory financing are as follows: December 31, (in millions) 2015 2014 Revolving Loan inventory financing agreement $ 427.0 $ 330.1 Other inventory financing agreements 12.6 2.0 Accounts payable-inventory financing $ 439.6 $ 332.1 As described in Note 8 (Long-Term Debt) , in June 2014, the Company entered into a new senior secured asset-based revolving credit facility, which incorporates the previous inventory floorplan sub-facility and, among other changes, removes the $400.0 million limit on the size of the floorplan sub-facility. In connection with the floorplan sub-facility, the Company maintains an inventory financing agreement on an unsecured basis with a financial intermediary to facilitate the purchase of inventory from certain vendors (the “Revolving Loan inventory financing agreement”). Amounts outstanding under the Revolving Loan inventory financing agreement are unsecured and non-interest bearing. The Company also maintains other inventory financing agreements with financial intermediaries to facilitate the purchase of inventory from certain vendors. As of December 31, 2015 and 2014 , amounts owed under other inventory financing agreements were $12.6 million and $2.0 million , respectively, of which $1.2 million and $2.0 million , respectively, were collateralized by the inventory purchased under these financing agreements and a second lien on the related accounts receivable. |
Lease Commitments
Lease Commitments | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Lease Commitments [Text Block] | Lease Commitments The Company is obligated under various non-cancelable operating lease agreements for office facilities that generally provide for minimum rent payments and a proportionate share of operating expenses and property taxes and include certain renewal and expansion options. For the years ended December 31, 2015, 2014 and 2013 , rent expense under these lease arrangements was $24.7 million , $21.4 million and $20.7 million , respectively. Capital leases included in property and equipment are not material. Future minimum lease payments under non-cancelable operating leases as of December 31, 2015 are as follows: (in millions) Years ending December 31, Future Minimum Lease Payments 2016 $ 22.5 2017 22.1 2018 19.6 2019 19.0 2020 18.1 Thereafter 41.9 Total future minimum lease payments (1) $ 143.2 (1) Included in these amounts are future minimum lease payments commencing in the fourth quarter of 2016 which relate to the lease entered into in December 2014 for the Company’s new office location north of Chicago. Also reflected in these amounts is the future expiration of two leases in the first quarter of 2016 for facilities currently in use by the Company which will be consolidated into the new office location north of Chicago and accordingly, these leases will not be renewed. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt as of December 31, 2015 is as follows: (dollars in millions) Interest Rate Principal Unamortized Discount, Premium, and Deferred Financing Costs (1) Total Year Ended December 31, 2015 Senior secured asset-based revolving credit facility — % $ — $ — $ — Kelway revolving credit facility — % — — — Senior secured term loan facility 3.25 % 1,498.1 (6.7 ) 1,491.4 Kelway term loan 1.98 % 88.4 (0.6 ) 87.8 Senior notes due 2022 6.0 % 600.0 (6.6 ) 593.4 Senior notes due 2023 5.0 % 525.0 (6.2 ) 518.8 Senior notes due 2024 5.5 % 575.0 (6.7 ) 568.3 Total long-term debt 3,286.5 (26.8 ) 3,259.7 Less current maturities of long-term debt (27.2 ) — (27.2 ) Long-term debt, excluding current maturities $ 3,259.3 $ (26.8 ) $ 3,232.5 Year Ended December 31, 2014 Senior secured asset-based revolving credit facility — % $ — $ — $ — Senior secured term loan facility 3.25 % 1,513.50 (8.3 ) 1,505.2 Senior notes due 2019 (2) 8.5 % 503.9 (3.1 ) 500.8 Senior notes due 2022 6.0 % 600.0 (7.6 ) 592.4 Senior notes due 2024 5.5 % 575.0 (7.4 ) 567.6 Total long-term debt 3,192.4 (26.4 ) 3,166.0 Less current maturities of long-term debt (15.4 ) — (15.4 ) Long-term debt, excluding current maturities $ 3,177.0 $ (26.4 ) $ 3,150.6 (1) As a result of the adoption of ASU 2015-03 during the second quarter of 2015, historical periods have been revised to reflect the change in the presentation of deferred financing costs, which are now shown as a reduction of long-term debt, instead of being presented as a separate asset on the Consolidated Balance Sheets. In the third quarter of 2015, the Company adopted ASU 2015-15 which allows entities to present deferred financing costs for line-of-credit arrangements as an asset. As of December 31, 2015, the Company classified deferred financing costs related to the Senior Secured Asset-Based Revolving Credit Facility as an asset, included within Other Assets on the Consolidated Balance Sheets. The Company retroactively adjusted the deferred financing costs and long term liability presented as of December 31, 2014 to align it to the current period presentation. There are no deferred financing costs related to the Kelway revolving credit facility. For additional information, see Note 2 (Recent Accounting Pronouncements). (2) As of December 31, 2014, the Company reported $1.3 million of unamortized premium on the Senior Notes due 2019 net of deferred financing costs of $4.4 million . As of December 31, 2015 , the Company remained in compliance with the covenants under its various credit agreements. Under the credit agreement governing the Senior Secured Term Loan Facility, there are restrictions on the ability of CDW to pay dividends, make share repurchases, redeem subordinated debt and engage in certain other transactions. At December 31, 2015 , the amount of CDW’s restricted payment capacity under the Senior Secured Term Loan Facility was $679.7 million , however the Company is separately permitted to make restricted payments so long as the total net leverage ratio is less than 3.25 on a pro forma basis. The total net leverage ratio was 3.0 at December 31, 2015. Senior Secured Asset-Based Revolving Credit Facility (“Revolving Loan”) At December 31, 2015 , the Company had no outstanding borrowings under the Revolving Loan, $2.1 million of undrawn letters of credit and $404.9 million reserved related to the floorplan sub-facility. On June 6, 2014, the Company entered into the Revolving Loan, a new five-year $1,250.0 million senior secured asset-based revolving credit facility, with the facility being available to the Company for borrowings, issuance of letters of credit and floorplan financing for certain vendor products. The Revolving Loan matures on June 6, 2019, subject to an acceleration provision discussed below. The Revolving Loan replaced the Company’s previous revolving loan credit facility that was to mature on June 24, 2016. The Revolving Loan (i) increased the overall revolving credit facility capacity available to the Company from $900.0 million to $1,250.0 million , (ii) increased the maximum aggregate amount of increases that may be made to the revolving credit facility from $200.0 million to $300.0 million , (iii) maintained a maturity acceleration provision based upon excess cash availability whereby the Revolving Loan may mature 45 days prior to the final maturity of any then outstanding senior debt if excess cash availability does not exceed the outstanding borrowings of the subject maturing debt at the time of the test plus $150.0 million , (iv) decreased the fee on the unused portion of the revolving credit facility from either 37.5 or 50 basis points, depending on the amount of utilization, to 25 basis points, (v) decreased the applicable interest rate margin by 50 basis points, and (vi) amended the existing inventory floorplan sub-facility as discussed below. In connection with the termination of the previous facility, the Company recorded a loss on extinguishment of long-term debt of $0.4 million in the Consolidated Statement of Operations for the year ended December 31, 2014, representing a write-off of a portion of unamortized deferred financing costs. Fees of $6.4 million related to the Revolving Loan were capitalized as deferred financing costs and are being amortized over the five-year term of the facility on a straight-line basis. The Revolving Loan incorporates the previous inventory floorplan sub-facility and related Revolving Loan inventory financing agreement while removing the previous $400.0 million limit on the size of the floorplan sub-facility and the in-transit reserve of 15.0% of open orders. At December 31, 2015 , the financial intermediary reported an outstanding balance of $415.6 million under the Revolving Loan inventory financing agreement. The amount included on the Consolidated Balance Sheet as of December 31, 2015 as Accounts payable-inventory financing related to the Revolving Loan inventory financing agreement of $427.0 million includes $11.4 million for amounts in transit. Borrowings under the Revolving Loan bear interest at a variable interest rate plus an applicable margin. The interest rate margin is based on one of two indices, either (i) LIBOR, or (ii) the Alternate Base Rate (“ABR”) with the ABR being the greater of (a) the prime rate, (b) the federal funds effective rate plus 50 basis points or (c) the one-month LIBOR plus 1.00% . The applicable margin varies ( 1.50% to 2.00% for LIBOR borrowings and 0.50% to 1.00% for ABR borrowings) depending upon average daily excess cash availability under the agreement evidencing the Revolving Loan and is subject to a reduction of 0.25% if, and for as long as, CDW LLC’s corporate credit rating from Standard & Poor’s Rating Services is BB or better and CDW LLC’s corporate family rating from Moody’s Investors Service, Inc. is Ba3 or better (in each case with stable or better outlook). Under the Revolving Loan, the Company is permitted to borrow an aggregate amount of $1,250.0 million ; however, its ability to borrow under the Revolving Loan is limited by a borrowing base. The borrowing base is (a) the sum of the products of the applicable advance rates on eligible accounts receivable and on eligible inventory as defined in the agreement less (b) any reserves. At December 31, 2015 , the borrowing base was $1,423.1 million based on the amount of eligible inventory and accounts receivable balances as of November 30, 2015. The Company could have borrowed up to an additional $843.1 million under the Revolving Loan at December 31, 2015 . The ability to borrow under the Revolving Loan also remains limited by a minimum liquidity condition which provides that, if excess cash availability is less than the lesser of (i) $125.0 million and (ii) the greater of (A) 10.0% of the borrowing base and (B) $100.0 million , the lenders are not required to lend any additional amounts under the Revolving Loan unless the consolidated fixed charge coverage ratio (as described in the agreement evidencing the Revolving Loan) is at least 1.00 to 1.00 . CDW LLC is the borrower under the Revolving Loan. All obligations under the Revolving Loan are guaranteed by Parent and each of CDW LLC’s direct and indirect, 100% owned, domestic subsidiaries. Borrowings under the Revolving Loan are collateralized by a first priority interest in inventory (excluding inventory collateralized under the inventory floorplan arrangements as described in Note 6 (Inventory Financing Agreements) deposits, and accounts receivable, and a second priority interest in substantially all other assets. The Revolving Loan contains negative covenants that, among other things, place restrictions and limitations on the ability of Parent and each of CDW LLC’s direct and indirect, 100% owned, domestic subsidiaries to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness, make distributions or other restricted payments, create liens, make equity or debt investments, make acquisitions, engage in mergers or consolidations, or engage in certain transactions with affiliates. The Revolving Loan also includes maintenance of a minimum average daily excess cash availability requirement. Should the Company fall below the minimum average daily excess cash availability requirement for five consecutive business days, the Company becomes subject to a fixed charge coverage ratio until such time as the daily excess cash availability requirement is met for 30 consecutive business days. Senior Secured Term Loan Facility (“Term Loan”) On April 29, 2013, the Company entered into the Term Loan, a seven-year, $1,350.0 million aggregate principal amount senior secured term loan facility. The Term Loan was issued at a price that was 99.75% of par, which resulted in a discount of $3.4 million . Substantially all of the proceeds from the Term Loan were used to repay the $1,299.5 million outstanding aggregate principal amount of the prior senior secured term loan facility (the “Prior Term Loan Facility”). In connection with this refinancing, the Company recorded a loss on extinguishment of long-term debt of $10.3 million in the Consolidated Statement of Operations for the year ended December 31, 2013. This loss represented a write-off of the remaining unamortized deferred financing costs related to the Prior Term Loan Facility. On July 31, 2013, the Company borrowed an additional $190.0 million aggregate principal amount under the Term Loan at a price that was 99.25% of par, which resulted in a discount of $1.4 million . Such proceeds were used to redeem a portion of outstanding 12.535% Senior Subordinated Exchange Notes due 2017. The discounts are reported on the Consolidated Balance Sheet as a reduction to the face amount of the Term Loan and are being amortized to interest expense over the term of the related debt. Fees of $6.1 million related to the Term Loan were capitalized as deferred financing costs and are being amortized over the term of the facility using the effective interest method. The Company is required to pay quarterly principal installments equal to 0.25% of the original principal amount of the Term Loan, with the remaining principal amount payable on the maturity date of April 29, 2020. The quarterly principal installment payments commenced during the quarter ended June 30, 2013. At December 31, 2015 , the outstanding principal amount of the Term Loan was $1,498.1 million , excluding $6.7 million of unamortized discount and deferred financing costs. Borrowings under the Term Loan bear interest at either (a) the alternate base rate (“ABR”) plus a margin or (b) LIBOR plus a margin; provided that for the purposes of the Term Loan, LIBOR shall not be less than 1.00% per annum at any time (“LIBOR Floor”), payable quarterly on the last day of each March, June, September, and December. The margin is based upon a net leverage ratio as defined in the agreement governing the Term Loan, ranging from 1.25% to 1.50% for ABR borrowings and 2.25% to 2.50% for LIBOR borrowings. The total net leverage ratio was 3.0 at December 31, 2015 . As defined in the Company’s credit agreement, the total net leverage ratio is calculated, on a consolidated basis, as the ratio of total debt at period-end excluding any unamortized discount and/or premium and unamortized deferred financing costs, less cash and cash equivalents, to trailing twelve months (“TTM”) adjusted earnings before taxes, interest expense, and depreciation and amortization (“Adjusted EBITDA”), a non-GAAP measure defined in the Company’s credit agreement. The Term Loan calculates Adjusted EBITDA on a trailing twelve month basis, which includes twelve months of Kelway’s results on a pro forma basis. An interest rate of 3.25% , LIBOR Floor plus a 2.25% margin, was in effect during the three-month period ended December 31, 2015 . In order to manage the risk associated with changes in interest rates on borrowings under the Term Loan, the Company maintains interest rate cap agreements. During the year ended December 31, 2014, the Company entered into fourteen interest rate cap agreements at a rate of 2.0% with a combined notional amount of $1,000.0 million . Under the 2014 agreements, the Company made premium payments totaling $2.1 million to the counterparties in exchange for the right to receive payments equal to the amount, if any, by which three-month LIBOR exceeds 2.0% during the agreement period. During the year ended December 31, 2015 , the Company entered into six interest rate cap agreements at a rate of 2.0% with a combined notional amount of $400.0 million . Under the 2015 agreements, the Company made premium payments totaling $0.5 million to the counterparties in exchange for the right to receive payments equal to the amount, if any, by which the three-month LIBOR exceeds 2.0% during the agreement period. These interest rate cap agreements are effective from January 14, 2015 through January 14, 2017. The fair value of the Company’s interest rate cap agreements was $0.1 million and $1.7 million at December 31, 2015 and 2014, respectively. Previously, the Company had ten interest rate cap agreements with a combined notional amount of $1,150.0 million that expired on January 14, 2015. The Company’s interest rate cap agreements have not been designated as cash flow hedges of interest rate risk for GAAP accounting purposes. The interest rate cap agreements are recorded at fair value on the Consolidated Balance Sheet in Other Assets each period, with changes in fair value recorded directly to Interest expense, net in the Consolidated Statements of Operations. The fair value of the Company’s interest rate cap agreements is classified as Level 2 in the fair value hierarchy. The valuation of the interest rate cap agreements is derived by using a discounted cash flow analysis on the expected cash receipts that would occur if variable interest rates rise above the strike rates of the caps. This analysis reflects the contractual terms of the interest rate cap agreements, including the period to maturity, and uses observable market-based inputs, including LIBOR curves and implied volatilities. The Company also incorporates insignificant credit valuation adjustments to appropriately reflect the respective counterparty’s nonperformance risk in the fair value measurements. The counterparty credit spreads are based on publicly available credit information obtained from a third party credit data provider. CDW LLC is the borrower under the Term Loan. All obligations under the Term Loan are guaranteed by Parent and each of CDW LLC’s direct and indirect, 100% owned, domestic subsidiaries. The Term Loan is collateralized by a second priority interest in substantially all inventory (excluding inventory collateralized under the inventory floorplan arrangements as described in Note 6 (Inventory Financing Agreements) deposits, and accounts receivable, and by a first priority interest in substantially all other assets. The Term Loan contains negative covenants that, among other things, place restrictions and limitations on the ability of Parent and each of CDW LLC’s direct and indirect, 100% owned, domestic subsidiaries to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness, make distributions or other restricted payments, create liens, make equity or debt investments, make acquisitions, engage in mergers or consolidations or engage in certain transactions with affiliates. 8.5% Senior Notes due 2019 (“2019 Senior Notes”) At December 31, 2015 , there were no outstanding 2019 Senior Notes. On March 3, 2015, the proceeds from the issuance of the 2023 Senior Notes, discussed below, along with cash on hand, were deposited with the trustee to redeem the remaining $503.9 million aggregate principal amount of the 2019 Senior Notes at a redemption price of 104.25% of the principal amount redeemed, plus accrued and unpaid interest up to, but not including, the date of redemption, April 2, 2015. On the same date, the indenture governing the 2019 Senior Notes was satisfied and discharged and the Company was released from its remaining obligation by the trustee. In connection with this redemption, the Company recorded a loss on extinguishment of long-term debt of $24.3 million in the Consolidated Statement of Operations for the year ended December 31, 2015 , which was comprised of $4.2 million for the write-off of the remaining unamortized deferred financing fees and a redemption premium of $21.4 million , partially offset by $1.3 million for the write-off of the remaining unamortized premium. On December 1, 2014, the proceeds from the issuance of the 2024 Senior Notes discussed below, along with cash on hand, were deposited with the trustee to redeem $541.4 million aggregate principal amount of the 2019 Senior Notes at a redemption price of 106.202% of the principal amount redeemed, plus accrued and unpaid interest through the date of redemption. The redemption date was December 31, 2014. In connection with this redemption, the Company recorded a loss on extinguishment of long-term debt of $36.9 million in the Consolidated Statement of Operations for the year ended December 31, 2014, which was comprised of $4.7 million for the write-off of a portion of the unamortized deferred financing fees, a redemption premium of $23.0 million , and a make-whole interest payment of $10.6 million , partially offset by $1.4 million for the write-off of a portion of the unamortized premium. On August 5, 2014, the proceeds from the issuance of the 2022 Senior Notes discussed below, along with cash on hand, were deposited with the trustee to redeem $234.7 million aggregate principal amount of the 2019 Senior Notes at a redemption price of 108.764% of the principal amount redeemed, plus accrued and unpaid interest through the date of redemption. The redemption date was September 5, 2014. In connection with this redemption, the Company recorded a loss on extinguishment of long-term debt of $22.1 million in the Consolidated Statement of Operations for the year ended December 31, 2014, which was comprised of $2.2 million for the write-off of a portion of the unamortized deferred financing fees, a redemption premium of $10.0 million , and a make-whole interest payment of $10.6 million , partially offset by $0.7 million for the write-off of a portion of the unamortized premium. On March 20, 2014, the Company repurchased and subsequently canceled $25.0 million aggregate principal amount of the 2019 Senior Notes from an affiliate of Providence Equity in a privately negotiated transaction on an arms’ length basis at a price of 109.75% of the principal amount. Cash on hand was used to fund the repurchase of $25.0 million aggregate principal amount, $2.4 million of repurchase premium and $1.0 million in accrued and unpaid interest to the date of repurchase. In connection with this repurchase, the Company recorded a loss on extinguishment of long-term debt of $2.7 million in the Consolidated Statement of Operations for the year ended December 31, 2014. This loss represented $2.4 million in repurchase premium and $0.3 million for the write-off of a portion of the unamortized deferred financing costs related to the 2019 Senior Notes. 6.0% Senior Notes due 2022 (“2022 Senior Notes”) At December 31, 2015 , the outstanding principal amount of the 2022 Senior Notes was $600.0 million . On August 5, 2014, CDW LLC and CDW Finance Corporation, as co-issuers, completed the issuance of $600.0 million aggregate principal amount of 2022 Senior Notes at par. Fees of $8.0 million related to the 2022 Senior Notes were capitalized as deferred financing costs and are being amortized over the term of the notes on a straight-line basis. The 2022 Senior Notes will mature on August 15, 2022 and bear interest at a rate of 6.00% per annum, payable semi-annually on February 15 and August 15 of each year. The first interest payment date was February 15, 2015. CDW LLC and CDW Finance Corporation are the co-issuers of the 2022 Senior Notes and the obligations under the notes are guaranteed by Parent and each of CDW LLC’s direct and indirect, wholly owned, domestic subsidiaries. The 2022 Senior Notes indenture contains negative covenants that, among other things, place restrictions and limitations on the ability of Parent and each of CDW LLC’s direct and indirect, 100% owned, domestic subsidiaries to enter into sale and lease-back transactions, incur additional secured indebtedness and create liens. The indenture governing the 2022 Senior Notes does not contain any financial covenants. 5.0% Senior Notes due 2023 (“2023 Senior Notes”) At December 31, 2015 , the outstanding principal amount of the 2023 Senior Notes was $525.0 million . On March 3, 2015, CDW LLC and CDW Finance Corporation, as co-issuers, completed the issuance of $525.0 million aggregate principal amount of 2023 Senior Notes at par. Fees of $6.8 million related to the 2023 Senior Notes were capitalized as deferred financing costs and are being amortized over the term of the notes on a straight-line basis. The 2023 Senior Notes will mature on September 1, 2023 and bear interest at a rate of 5.0% per annum, payable semi-annually on March 1 and September 1 of each year. CDW LLC and CDW Finance Corporation are the co-issuers of the 2023 Senior Notes and the obligations under the notes are guaranteed by Parent and each of CDW LLC’s direct and indirect, wholly owned, domestic subsidiaries. The 2023 Senior Notes indenture contains negative covenants that, among other things, place restrictions and limitations on the ability of Parent and each of CDW LLC’s direct and indirect 100% owned domestic subsidiaries to enter into sale and lease-back transactions, incur additional secured indebtedness and create liens. The indenture governing the 2023 Senior Notes does not contain any financial covenants. 5.5% Senior Notes due 2024 (“2024 Senior Notes”) At December 31, 2015 , the outstanding principal amount of the 2024 Senior Notes was $575.0 million . On December 1, 2014, CDW LLC and CDW Finance Corporation, as co-issuers, completed the issuance of $575.0 million aggregate principal amount of 2024 Senior Notes at par. Fees of $7.5 million related to the 2024 Senior Notes were capitalized as deferred financing costs and are being amortized over the term of the notes on a straight-line basis. The 2024 Senior Notes will mature on December 1, 2024 and bear interest at a rate of 5.50% per annum, payable semi-annually on June 1 and December 1 of each year. CDW LLC and CDW Finance Corporation are the co-issuers of the 2024 Senior Notes and the obligations under the notes are guaranteed by Parent and each of CDW LLC’s direct and indirect, wholly owned, domestic subsidiaries. The 2024 Senior Notes indenture contains negative covenants that, among other things, place restrictions and limitations on the ability of Parent and each of CDW LLC’s direct and indirect, 100% owned, domestic subsidiaries to enter into sale and lease-back transactions, incur additional secured indebtedness and create liens. The indenture governing the 2024 Senior Notes does not contain any financial covenants. Kelway Term Loan (“Kelway Term Loan”) As a result of the completion of the acquisition of Kelway, the Company consolidated Kelway’s Term Loan as of August 1, 2015. Kelway’s Term Loan is denominated in British Pounds. The carrying value of the Kelway Term Loan as of August 1, 2015 was £ 64.0 million ( $100.0 million ), which approximated fair value due to the short period of time between issuance of this loan and acquisition date. Kelway is required to make quarterly principal installments of £ 2.0 million ( $2.9 million ) on the original principal amount of the Kelway Term Loan, with the remaining principal amount payable on the maturity date of June 30, 2017. As of December 31, 2015 , the outstanding principal amount of the Kelway Term Loan was £ 60.0 million ( $88.4 million ). Borrowings under the Kelway Term Loan bear interest at LIBOR plus a margin, payable quarterly on the last day of each March, June, September and December. An interest rate of 1.98% , comprised of LIBOR plus a 1.40% margin, was in effect during the three-month period ended December 31, 2015 . The Kelway Term Loan contains financial and other covenants. As of December 31, 2015 , Kelway remained in compliance with these covenants. Kelway Revolving Credit Facility (“Kelway Credit Facility”) The Kelway Credit Facility is a multi-currency revolving credit facility under which Kelway is permitted to borrow an aggregate amount of £ 50.0 million ( $73.7 million ). The Kelway Credit Facility expires on July 17, 2017. As of December 31, 2015 , there were no outstanding borrowings under this facility. Long-Term Debt Maturities As of December 31, 2015 , the maturities of long-term debt are as follows: (in millions) Years ending December 31, 2016 $ 27.2 2017 92.0 2018 15.4 2019 15.4 2020 1,436.5 Thereafter 1,700.0 $ 3,286.5 Fair Value The fair values of the 2022, 2023 and 2024 Senior Notes, as well as the 2019 Senior Notes prior to their redemption, were estimated using quoted market prices for identical assets or liabilities that are traded in over-the-counter secondary markets that are not considered active. The fair value of the Term Loan was estimated using dealer quotes for identical assets or liabilities in markets that are not considered active. Consequently, the Company’s long-term debt is classified as Level 2 within the fair value hierarchy. The fair value of the Kelway Term Loan was estimated using a discounted cash flow analysis based on current incremental borrowing rates for similar borrowing arrangements. The approximate fair values and related carrying values of the Company’s long-term debt, including current maturities and excluding unamortized discount and/or premium and unamortized deferred financing costs, are as follows: December 31, (in millions) 2015 2014 Fair value $ 3,330.4 $ 3,208.7 Carrying value 3,286.5 3,192.4 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income before income taxes was taxed under the following jurisdictions: Years Ended December 31, (in millions) 2015 2014 2013 Domestic $ 626.4 $ 366.6 $ 179.4 Foreign 20.6 21.1 16.1 Total $ 647.0 $ 387.7 $ 195.5 Components of Income tax expense (benefit) consist of the following: Years Ended December 31, (in millions) 2015 2014 2013 Current: Federal $ 258.5 $ 206.8 $ 96.7 State 28.6 19.3 10.1 Foreign 10.1 5.8 4.6 Total current 297.2 231.9 111.4 Deferred: Domestic (48.5 ) (89.0 ) (48.6 ) Foreign (4.8 ) (0.1 ) (0.1 ) Total deferred (53.3 ) (89.1 ) (48.7 ) Income tax expense $ 243.9 $ 142.8 $ 62.7 The reconciliation between the statutory tax rate expressed as a percentage of income before income taxes and the effective tax rate is as follows: Years Ended December 31, (dollars in millions) 2015 2014 2013 Statutory federal income tax rate $ 226.4 35.0 % $ 135.7 35.0 % $ 68.4 35.0 % State taxes, net of federal effect 16.5 2.6 6.5 1.6 (5.0 ) (2.6 ) Effect of rates different than statutory (1.9 ) (0.3 ) (1.9 ) (0.5 ) (1.4 ) (0.7 ) Foreign withholding tax 3.3 0.5 — — — — Effect of U.K. tax rate change on deferred taxes (4.0 ) (0.6 ) — — — — Other 3.6 0.5 2.5 0.7 0.7 0.4 Effective tax rate $ 243.9 37.7 % $ 142.8 36.8 % $ 62.7 32.1 % The tax effect of temporary differences that give rise to the net deferred income tax liability is presented below: December 31, (in millions) 2015 2014 Deferred tax assets: Deferred interest $ 25.0 $ 32.9 State net operating loss and credit carryforwards, net 14.1 18.8 Payroll and benefits 21.2 27.0 Rent 10.8 5.5 Accounts receivable 6.4 6.3 Equity compensation plans 17.0 6.5 Trade credits 1.5 1.5 Other 5.9 5.0 Total deferred tax assets 101.9 103.5 Deferred tax liabilities: Software and intangibles 411.0 425.3 Deferred income 87.3 116.2 Property and equipment 30.6 22.5 International investments 30.4 — Other 17.3 15.3 Total deferred tax liabilities 576.6 579.3 Deferred tax asset valuation allowance — — Net deferred tax liabilities $ 474.7 $ 475.8 The Company has state income tax net operating loss carryforwards of $70.0 million , which will expire at various dates from 2016 through 2033 and state tax credit carryforwards of $16.3 million , which expire at various dates from 2017 through 2020. Due to the nature of the Kelway (U.K.) acquisition, the Company has provided U.S. income taxes on the excess of the financial reporting value of the investment over the corresponding tax basis of $30.4 million . As the Company is indefinitely reinvested in its U.K. business, it will not provide for any additional U.S. income taxes on the undistributed earnings of the U.K. business. The Company has recognized deferred tax liabilities of $2.0 million as of December 31, 2015 related to withholding taxes on earnings of its Canadian business which are not considered to be indefinitely reinvested. In the ordinary course of business, the Company is subject to review by domestic and foreign taxing authorities, including the Internal Revenue Service (“IRS”). In general, the Company is no longer subject to audit by the IRS for tax years through 2011 and state, local or foreign taxing authorities for tax years through 2010. Various other taxing authorities are in the process of auditing income tax returns of the Company and its subsidiaries. The Company does not anticipate that any adjustments from the audits would have a material impact on its consolidated financial position, results of operations or cash flows. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Shareholders' Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Stockholders’ Equity Public Offerings On July 2, 2013, the Company completed an IPO of 23,250,000 shares of common stock. On July 31, 2013, the Company completed the sale of an additional 3,487,500 shares of common stock to the underwriters of the IPO pursuant to the underwriters’ July 26, 2013 exercise in full of the overallotment option granted to them in connection with the IPO. Such shares were registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form S-1, which was declared effective by the SEC on June 26, 2013. The Company’s shares of common stock were sold to the underwriters at a price of $17.00 per share in the IPO and upon the exercise of the overallotment option, which together generated aggregate net proceeds of $424.7 million to the Company after deducting underwriting discounts, expenses and transaction costs. The following pre-tax IPO-related expenses and secondary-offering-related expenses were included within Selling and administrative expenses in the Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013, respectively. Years Ended December 31, (in millions) 2015 2014 2013 Acceleration charge for certain equity awards and related employer payroll taxes (1) $ — $ — $ 40.7 RDU Plan cash retention pool accrual (2) — — 7.5 Management services agreement termination fee (3) — — 24.4 Other expenses (4) 0.9 1.4 2.4 IPO- and secondary-offering-related expenses $ 0.9 $ 1.4 $ 75.0 (1) For discussion of the impact of the IPO on the Company’s equity awards, see Note 11 (Equity-Based Compensation) . (2) For discussion of the RDU Plan, see Note 13 (Coworker Retirement and Other Compensation Benefits) . (3) Represents the payment of a termination fee to affiliates of Madison Dearborn and Providence Equity in connection with the termination of the management services agreement with such entities. (4) Other expenses include secondary-offering expenses of $0.9 million , $1.4 million and $0.6 million for the years ended December 31, 2015, 2014 and 2013, respectively. The Company has completed the following secondary public offerings, whereby certain selling stockholders sold shares of common stock to the underwriters. The Company did not receive any proceeds from these sales of shares. Secondary Offering Shares Completion Date of Secondary Offering Overallotment Shares (1) Completion Date of Overallotment Shares Secondary Offering Expenses (in millions) 15,000,000 11/19/2013 2,250,000 12/18/2013 $ 0.6 10,000,000 3/12/2014 1,500,000 3/12/2014 $ 0.4 15,000,000 5/28/2014 2,250,000 6/4/2014 $ 0.5 15,000,000 9/8/2014 (2) — — $ 0.3 15,000,000 12/8/2014 2,250,000 12/8/2014 $ 0.2 10,000,000 5/22/2015 1,500,000 5/22/2015 $ 0.3 11,250,000 8/18/2015 1,687,500 8/18/2015 $ 0.2 8,000,000 11/30/2015 1,200,000 12/9/2015 $ 0.4 (1) Under each underwriting agreement, the selling stockholders granted the underwriters an option, exercisable for thirty days, to purchase up to the additional amount of shares noted. (2) The option to purchase additional shares was not exercised in connection with the September 2014 secondary offering. Share Repurchase Program On November 6, 2014, the Company announced that its Board of Directors approved a $500.0 million share repurchase program effective immediately under which the Company may repurchase shares of its common stock in the open market or through privately negotiated transactions, depending on share price, market conditions and other factors. The share repurchase program does not obligate the Company to repurchase any dollar amount or number of shares, and repurchases may be commenced or suspended from time to time without prior notice. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Arrangements with Employees and Nonemployees [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation Equity-based compensation expense, which is recorded in Selling and administrative expenses in the Consolidated Statements of Operations, for the years ended December 31, 2015, 2014 and 2013 is as follows: Years Ended December 31, (in millions) 2015 2014 2013 (1) Equity-based compensation expense $ 31.2 $ 16.4 $ 46.6 Income tax benefit (10.9 ) (5.1 ) (16.5 ) Equity-based compensation expense (net of tax) $ 20.3 $ 11.3 $ 30.1 (1) Includes pre-tax expense of $36.7 million related to the accelerated vesting of certain equity awards granted prior to the Company’s IPO. All unvested awards granted pursuant to the MPK Coworker Incentive Plan II (the “MPK Plan”) vested in connection with the IPO as discussed further below in the section labeled “MPK II Units.” The total unrecognized compensation cost related to nonvested awards was $57.9 million at December 31, 2015 and is expected to be recognized over a weighted-average period of 2.2 years. 2013 Long-Term Incentive Plan The 2013 Long-Term Incentive Plan (“2013 LTIP”) provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, bonus stock and performance awards. The maximum aggregate number of shares that may be issued under the 2013 LTIP is 11,700,000 shares of the Company’s common stock, in addition to the 3,798,508 shares of restricted stock granted in exchange for unvested Class B Common Units in connection with the Company’s IPO, as discussed under “Pre-IPO Equity Awards.” As of December 31, 2015 , 5,636,925 shares were available for issuance under the 2013 LTIP which was approved by the Company’s pre-IPO shareholders. Authorized but unissued shares are reserved for issuance in connection with equity-based awards. Stock Options During the year ended December 31, 2015 , the Company granted 936,865 stock options under the 2013 LTIP. These options vest annually over three years and have a contractual term of 10 years. The exercise price of a stock option is equal to the fair value of a share of the Company’s common stock on the date of the grant. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options granted. The Black-Scholes option pricing model incorporates various assumptions including volatility, expected term, risk-free interest rates and expected dividend yield. The weighted-average assumptions used to value the stock options granted during the years ended December 31, 2015, 2014 and 2013 are as follows: Years Ended December 31, 2015 2014 2013 Grant date fair value $ 11.13 $ 7.23 $ 4.75 Volatility (1) 30.00 % 30.00 % 35.00 % Risk-free rate (2) 1.75 % 1.77 % 1.58 % Expected dividend yield 0.72 % 0.70 % 1.00 % Expected term (in years) (3) 6.0 6.0 5.4 (1) Based upon an assessment of the two-year, five-year and implied volatility for the Company’s selected peer group, adjusted for the Company’s leverage. (2) Based on a composite U.S. Treasury rate. (3) Calculated using the simplified method, which defines the expected term as the average of the option’s contractual term and the option’s weighted-average vesting period. The Company utilizes this method as it has limited historical stock option data that is sufficient to derive a reasonable estimate of the expected stock option term. Stock option activity for the year ended December 31, 2015 is as follows: Options Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (millions) Outstanding at January 1, 2015 2,421,072 $ 20.75 Granted 936,865 37.82 Forfeited/Expired (59,554 ) 29.49 Exercised (1) (101,162 ) 21.11 Outstanding at December 31, 2015 3,197,221 $ 25.58 7.8 $ 52.6 Exercisable at December 31, 2015 1,146,008 $ 19.39 6.9 $ 26.0 Vested and expected to vest at December 31, 2015 2,018,385 $ 29.02 8.3 $ 26.3 (1) The total intrinsic value of stock options exercised during the years ended December 31, 2015, 2014 and 2013 was $1.9 million , $1.0 million and zero , respectively. Restricted Stock Units (“RSUs”) Restricted stock units represent the right to receive unrestricted shares of the Company’s stock at the time of vesting. RSUs generally cliff-vest at the end of four years. RSU activity for the year ended December 31, 2015 is as follows: Number of Units Weighted-Average Grant-Date Fair Value Nonvested at January 1, 2015 1,244,702 $ 17.19 Granted (1) 141,013 36.24 Vested (2) (32,181 ) 23.01 Forfeited (96,135 ) 17.01 Nonvested at December 31, 2015 1,257,399 $ 19.19 (1) The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2015, 2014 and 2013 is $36.24 , $24.29 and $17.03 , respectively. (2) The aggregate fair value of RSUs that vested during the years ended December 31, 2015, 2014 and 2013 is $0.7 million , $0.1 million and zero , respectively. Performance Share Units (“PSUs”) As of January 1, 2015, there were 411,580 PSUs outstanding at a weighted-average grant-date fair value of $24.40 . During the year ended December 31, 2015 , the Company granted 195,622 PSUs under the 2013 LTIP which cliff-vest at the end of 3 years. The percentage of PSUs that shall vest will range from 0% to 200% of the number of PSUs granted based on the Company’s performance against a cumulative adjusted free cash flow measure and cumulative non-GAAP net income per diluted share measure over a three-year performance period. The weighted-average grant-date fair value of the PSUs granted during the period was $37.83 per unit. During the year ended December 31, 2015 , 28,607 PSUs were forfeited at a weighted-average grant-date fair value of $28.76 . As of December 31, 2015 , 578,595 PSUs were outstanding at a weighted-average grant-date fair value of $28.67 . During the years ended December 31, 2015 and 2014 , no units vested. Performance Share Awards (“PSAs”) During the year ended December 31, 2015 , the Company granted 118,676 PSAs under the 2013 LTIP which cliff-vest at the end of 3 years. The number of PSAs that shall vest will be based on the Company’s performance against a cumulative adjusted free cash flow measure and cumulative non-GAAP net income per diluted share measure over a three-year performance period. The weighted-average grant-date fair value of the PSAs granted during the year ended December 31, 2015 was $37.79 per award. During the year ended December 31, 2015 , no PSAs were forfeited or vested. Restricted Stock In connection with the IPO, CDW Holdings distributed all of its shares of the Company’s common stock to its existing members in accordance with their respective membership interests. Common stock received by holders of Class B Common Units in connection with the distribution is subject to any vesting provisions previously applicable to the holder’s Class B Common Units. Class B Common Unit holders received 3,798,508 shares of restricted stock with respect to Class B Common Units that had not yet vested at the time of the distribution. As of January 1, 2015, there were 260,514 shares of restricted stock outstanding. For the year ended December 31, 2015 , 165,697 shares of such restricted stock vested/settled and 2,789 shares were forfeited. As of December 31, 2015 , there were 92,028 shares of unvested stock outstanding. The aggregate fair value of restricted stock that vested during the years ended December 31, 2015, 2014 and 2013 was $2.8 million , $39.5 million and $20.4 million , respectively. Equity Awards Granted by Seller of Kelway The Company issued 1.6 million shares of CDW common stock as part of the consideration transferred to certain sellers for the acquisition of Kelway. One of the sellers granted 0.6 million stock options to certain Kelway coworkers over his shares of CDW common stock received in this transaction. The options are not dilutive for purposes of calculating diluted weighted-average shares outstanding as the underlying shares were issued as part of the consideration transferred and are included within basic weighted-average shares outstanding since the acquisition date. The weighted average grant date fair value of the stock options was $21.8 million or $35.93 per option. The grant date fair value of the options was determined by calculating the fair value of the common stock that was issued which will eventually settle these options. The exercise price of these stock options is $0.01 . The fair value of these stock options has been accounted for as post-combination stock-based compensation, as service is required for the coworkers to retain the awards, and is being amortized over the weighted-average requisite service period. No options were forfeited or vested during the year ended December 31, 2015 . Options that are forfeited prior to vesting will not be available for future option issuances and will revert as consideration to the seller. For further details regarding the acquisition, refer to Note 3 (Acquisition) . Pre-IPO Equity Awards Prior to the IPO, the Company had the following equity-based compensation plans in place: Class B Common Units The Board of Managers of CDW Holdings adopted the CDW Holdings LLC 2007 Incentive Equity Plan (the “Plan”) for coworkers, managers, consultants and advisors of the Company and its subsidiaries. The Plan permitted a committee designated by the Board of Managers of CDW Holdings (the “Committee”) to grant or sell to any participant Class A Common Units or Class B Common Units of CDW Holdings in such quantity, at such price, on such terms and subject to such conditions that were consistent with the Plan and as established by the Committee. The Class B Common Units that were granted vested daily on a pro rata basis between the date of grant and the fifth anniversary thereof and were subject to repurchase by, with respect to vested units, or forfeiture to, with respect to unvested units, the Company upon the coworker’s separation from service as was set forth in each holder’s Class B Common Unit Grant Agreement. The grant date fair value of Class B Common Unit grants was calculated using the Option-Pricing Method. This method considered Class A Common Units and Class B Common Units as call options on the total equity value, giving consideration to liquidation preferences and conversion of the preferred units. Such Class A Common Units and Class B Common Units were modeled as call options that gave their owners the right, but not the obligation, to buy the underlying equity value at a predetermined (or exercise) price. Class B Common Units were considered to be call options with a claim on equity value at an exercise price equal to the remaining value immediately after the Class A Common Units and Class B Common Units with a lower participation threshold were liquidated. The Option-Pricing Method is highly sensitive to key assumptions, such as the volatility assumption. As such, the use of this method can be applied when the range of possible future outcomes is difficult to predict. The weighted-average assumptions and resulting fair value of the Class B Common Unit grants for the year ended December 31, 2013 are as follows: Year Ended December 31, 2013 Grant date fair value $ 119.00 Volatility (1) 65.50 % Risk-free rate (2) 0.18 % Expected dividend yield 0.00 % (1) Based upon an assessment of the two-year, five-year and implied volatility for the Company’s selected peer group, adjusted for the Company’s leverage. (2) Based on a composite U.S. Treasury rate. MPK II Units Contemporaneous with the Madison Dearborn and Providence Equity Acquisition, the Company agreed with Michael P. Krasny, CDW Corporation founder, former chairman and CEO and significant selling shareholder, to establish the MPK Plan for the benefit of all of the coworkers of the Company other than members of senior management who received incentive equity awards under the Plan. The MPK Plan established an “account” for each eligible participant which was notionally credited with a number of Class A Common Units of CDW Holdings LLC on October 15, 2007, the day the plan was established. The notional units credited to participants’ accounts were to cliff-vest at the end of ten years, subject to acceleration upon the occurrence of certain events. Notional units granted under the MPK Plan were valued on the grant date at $1,000 per unit, the fair value equivalent of the Class A Common Units at the time the awards were granted. On July 2, 2013, the Company completed an IPO of its common shares. Under the terms of the MPK Plan, vesting accelerated for all unvested units upon completion of the IPO. The Company recorded a pre-tax charge of $36.7 million for compensation expense related to the acceleration of the expense recognition for MPK Plan units in the year ended December 31, 2013. In connection with the completion of the IPO, the Company distributed common stock to each participant and withheld the number of shares of common stock equal to the required tax withholding for each participant. The Company paid required withholding taxes of $24.0 million to federal, state and foreign taxing authorities. This amount is reported as a financing activity in the Consolidated Statement of Cash flows and as an increase to Accumulated deficit in the Consolidated Statement of Stockholders’ Equity for the year ended December 31, 2013. In addition, the Company paid $4.0 million of employer payroll taxes that are included as an operating activity in the Consolidated Statement of Cash Flows for the year ended December 31, 2013. A summary of pre-IPO equity plan activity for the year ended December 31, 2013 is as follows: Class B Common Units MPK Plan Units Outstanding at January 1, 2013 216,483 66,137 Granted 400 — Forfeited (860 ) (2,228 ) Converted/Settled (1) (216,023 ) (63,909 ) Outstanding at December 31, 2013 — — Vested at December 31, 2013 — — (1) As discussed above, the Class B Common Units and MPK Plan Units were converted/settled into shares of the Company’s common stock upon completion of the IPO. The converted Class B Common Units, to the extent unvested at the time of the IPO, relate to the grants of restricted stock disclosed above. In connection with the establishment of the MPK Plan, the Company agreed to make charitable contributions in amounts equal to the net income tax benefits derived from payouts to participants under the MPK Plan (net of any related employer payroll tax costs). The contributions of these amounts were due by March 15 of the calendar year following the year in which the Company realized the benefits of the deductions. This arrangement has been accounted for as contingent consideration. Pre-2009 business combinations were accounted for under a former accounting standard which, among other aspects, precluded the recognition of certain contingent consideration as of the business combination date. Instead, under the former accounting standard, contingent consideration is accounted for as additional purchase price (goodwill) at the time the contingency is resolved. As of December 31, 2013, the Company accrued $20.9 million related to this arrangement within other current liabilities, as the Company realized the tax benefit of the compensation deductions during the 2013 tax year. The Company made the related cash contribution during the first quarter of 2014. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The numerator for both basic and diluted earnings per share is Net income. The denominator for basic earnings per share is the weighted-average shares outstanding during the period. A reconciliation of basic weighted-average shares outstanding to diluted weighted-average shares outstanding is as follows: Years Ended December 31, (in millions) 2015 2014 2013 (1) Basic weighted-average shares outstanding 170.3 170.6 156.6 Effect of dilutive securities (2) 1.5 2.2 2.1 Diluted weighted-average shares outstanding (3) 171.8 172.8 158.7 (1) The 2013 basic weighted-average shares outstanding was impacted by common stock issued during the IPO and the underwriters’ exercise in full of the overallotment option granted to them in connection with the IPO. As the common stock was issued on July 2, 2013 and July 31, 2013, respectively, the shares are only partially reflected in the 2013 basic weighted-average shares outstanding. Such shares are fully reflected in the 2015 and 2014 basic weighted-average shares outstanding. For additional discussion of the IPO, see Note 10 (Stockholders’ Equity) . (2) The dilutive effect of outstanding stock options, restricted stock units, restricted stock, Coworker Stock Purchase Plan units and MPK Plan units is reflected in the diluted weighted-average shares outstanding using the treasury stock method. (3) There were 0.4 million potential common shares excluded from the diluted weighted-average shares outstanding for the year ended December 31, 2015 , and there was an insignificant amount of potential common shares excluded from the diluted weighted-average shares outstanding for the years ended December 31, 2014 and 2013 , as their inclusion would have had an anti-dilutive effect. |
Coworker Retirement and Other C
Coworker Retirement and Other Compensation Benefits | 12 Months Ended |
Dec. 31, 2015 | |
Coworker Retirement and Other Compensation Benefits [Line Items] | |
Compensation Related Costs, General [Text Block] | Profit Sharing Plan and Other Savings Plans The Company has a profit sharing plan that includes a salary reduction feature established under the Internal Revenue Code Section 401(k) covering substantially all coworkers in the United States. In addition, coworkers outside the U.S. participate in other savings plans. Company contributions to the profit sharing and other savings plans are made in cash and determined at the discretion of the Board of Directors. For the years ended December 31, 2015, 2014 and 2013 , the amounts expensed for these plans were $19.8 million , $21.9 million and $17.3 million , respectively. Coworker Stock Purchase Plan On January 1, 2014, the first offering period under the Company’s Coworker Stock Purchase Plan (the “CSPP”) commenced. The CSPP provides the opportunity for eligible coworkers to acquire shares of the Company’s common stock at a 5% discount from the closing market price on the final day of the offering period. There is no compensation expense associated with the CSPP. Restricted Debt Unit Plan On March 10, 2010, the Company established the Restricted Debt Unit Plan (the “RDU Plan”), an unfunded nonqualified deferred compensation plan. Compensation expense related to the RDU Plan was $4.6 million , $8.8 million and $16.8 million for the years ended December 31, 2015, 2014 and 2013 , respectively. At December 31, 2015 and 2014 , the Company had $35.0 million and $30.4 million of liabilities related to the RDU Plan recorded on the Consolidated Balance Sheets, respectively. Unrecognized compensation expense as of December 31, 2015 of approximately $1.7 million is expected to be recognized in 2016 and approximately $1.3 million in 2017. Payments under the RDU Plan may be impacted if certain significant events occur or circumstances change that would impact the financial condition or structure of the Company. Payment of the principal component of the RDU Plan is expected to be made on October 12, 2017. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Loss Contingency [Abstract] | |
Commitments And Contingencies | Commitments and Contingencies The Company is party to various legal proceedings that arise in the ordinary course of its business, which include commercial, intellectual property, employment, tort and other litigation matters. The Company is also subject to audit by federal, state, international, national, provincial and local authorities, and by various partners, group purchasing organizations and customers, including government agencies, relating to purchases and sales under various contracts. In addition, the Company is subject to indemnification claims under various contracts. From time to time, certain customers of the Company file voluntary petitions for reorganization or liquidation under the U.S. bankruptcy laws or similar laws of the jurisdictions for the Company’s business activities outside of the United States. In such cases, certain pre-petition payments received by the Company could be considered preference items and subject to return to the bankruptcy administrator. On October 29, 2015, the Company received a request for production of documents in connection with an investigation by the SEC of the Company’s vendor partner program incentives. The Company has produced documents to the SEC and is continuing to cooperate with the SEC in this matter. As of December 31, 2015, the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for these proceedings and matters, if any, has been incurred. However, the ultimate resolutions of these proceedings and matters are inherently unpredictable. As such, the Company’s financial condition and results of operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions During 2015 and 2014, the Company held a 35% non-controlling interest in Kelway until August 1, 2015 when the Company purchased the remaining 65% of its outstanding common stock. The Company recorded $9.9 million in net sales to Kelway during the normal course of business in 2015 prior to the acquisition of Kelway. Net sales to Kelway during the period in 2014 in which the Company held Kelway as an equity investment were not significant. On November 30, 2015 , the Company completed a public offering of 9.2 million shares of its common stock by certain selling stockholders, which included 1.2 million shares sold by the selling stockholders to the underwriters pursuant to the grant of an option that was exercised in full. The Company did not receive any proceeds from the sale of these shares. Upon completion of this offering, the Company purchased from the underwriters 1.0 million of the shares of its common stock that were subject to the offering at a price per share equal to the price paid by the underwriters to the selling stockholders in the offering. On August 18, 2015 , the Company completed a public offering of approximately 12.9 million shares of its common stock by certain selling stockholders, which included 1.7 million shares sold by the selling stockholders to the underwriters pursuant to the grant of an option that was exercised in full. The Company did not receive any proceeds from the sale of these shares. Upon completion of this offering, the Company purchased from the underwriters 2.3 million of the shares of its common stock that were subject to the offering at a price per share equal to the price paid by the underwriters to the selling stockholders in the offering. On May 22, 2015 , the Company completed a public offering of 11.5 million shares of its common stock by certain selling stockholders, which included 1.5 million shares sold by the selling stockholders to the underwriters pursuant to the grant of an option that was exercised in full. The Company did not receive any proceeds from the sale of these shares. On May 17, 2015 , the Company entered into a share repurchase agreement with certain selling stockholders affiliated with Madison Dearborn and Providence Equity pursuant to which it repurchased 2.0 million shares of its common stock from such selling stockholders. This share repurchase was effected in a private, non-underwritten transaction for $36.60 per share, which was equal to the per share price paid by the underwriters to the selling stockholders in connection with the public offering completed on May 22, 2015 . On March 20, 2014, the Company repurchased and subsequently canceled $25.0 million aggregate principal amount of the 2019 Senior Notes from an affiliate of Providence Equity. For additional information, see Note 8 (Long-Term Debt) . On July 2, 2013, the Company completed an IPO of its common stock. Using a portion of the net proceeds from the IPO, the Company paid a $24.4 million termination fee to affiliates of the Madison Dearborn and Providence Equity in connection with the termination of the management services agreement with such entities that was effective upon completion of the IPO. The Company paid an annual management fee of $2.5 million in the year ended December 31, 2013. There were no management fees paid for the years ended December 31, 2015 and 2014 . Prior to the completion of the IPO, the Company had previously entered into a management services agreement with Madison Dearborn and Providence Equity pursuant to which they had agreed to provide it with management and consulting services and financial and other advisory services. Pursuant to such agreement, Madison Dearborn and Providence Equity received an annual management fee of $5.0 million and reimbursement of out-of-pocket expenses incurred in connection with the provision of such services. Such amounts were classified as Selling and administrative expenses within the Consolidated Statements of Operations. The management services agreement included customary indemnification and provisions in favor of Madison Dearborn and Providence Equity. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company’s segment information is presented in accordance with a “management approach,” which designates the internal reporting used by the chief operating decision-maker for deciding how to allocate resources and for assessing performance. The Company has two reportable segments: Corporate, which is comprised primarily of private sector business customers, and Public, which is comprised of government agencies and education and healthcare institutions. The Company also has three other operating segments: CDW Advanced Services; Canada; and Kelway, each of which do not meet the reportable segment quantitative thresholds and, accordingly, are included in an all other category (“Other”). For additional information relating to Kelway, see Note 3 (Acquisition). The Company has centralized logistics and headquarters functions that provide services to the segments. The logistics function includes purchasing, distribution and fulfillment services to support both the Corporate and Public segments. As a result, costs and intercompany charges associated with the logistics function are fully allocated to both of these segments based on a percent of Net sales. The centralized headquarters function provides services in areas such as accounting, information technology, marketing, legal and coworker services. Headquarters’ function costs that are not allocated to the segments are included under the heading of “Headquarters” in the tables below. The Company allocates resources to and evaluates performance of its segments based on Net sales, Income from operations and Adjusted EBITDA, a non-GAAP measure as defined in the Company’s credit agreements. However, the Company has concluded that Income from operations is the more useful measure in terms of discussion of operating results, as it is a GAAP measure. Segment information for Total assets and capital expenditures is not presented, as such information is not used in measuring segment performance or allocating resources between segments. Selected Segment Financial Information Information regarding the Company’s segments for the years ended December 31, 2015, 2014 and 2013 is as follows: (in millions) Corporate Public Other Headquarters Total 2015: Net sales $ 6,816.4 $ 5,125.5 $ 1,046.8 $ — $ 12,988.7 Income (loss) from operations 470.1 343.3 43.1 (114.5 ) 742.0 Depreciation and amortization expense (96.0 ) (43.7 ) (24.4 ) (63.3 ) (227.4 ) 2014: Net sales $ 6,475.5 $ 4,879.4 $ 719.6 $ — $ 12,074.5 Income (loss) from operations 439.8 313.2 32.9 (112.9 ) 673.0 Depreciation and amortization expense (96.3 ) (43.8 ) (8.8 ) (59.0 ) (207.9 ) 2013: Net sales $ 5,960.1 $ 4,164.5 $ 644.0 $ — $ 10,768.6 Income (loss) from operations (1) 363.3 246.5 27.2 (128.4 ) 508.6 Depreciation and amortization expense (97.3 ) (44.0 ) (8.6 ) (58.3 ) (208.2 ) (1) Includes $75.0 million of IPO- and secondary-offering related expenses, as follows: Corporate $26.4 million ; Public $14.4 million ; Other $3.6 million ; and Headquarters $30.6 million . For additional information relating to the IPO- and secondary-offering, see Note 10 (Stockholders’ Equity) . Geographic Areas and Revenue Mix The Company does not have Net sales to customers outside of the U.S. exceeding 10% of the Company’s total Net sales in 2015, 2014 and 2013. The Company does not have long-lived assets located outside of the U.S. exceeding 10% of the Company’s total long-lived assets as of December 31, 2015 and 2014, respectively. The following table presents net sales by major category for the years ended December 31, 2015, 2014 and 2013 . Categories are based upon internal classifications. Amounts for the years ended December 31, 2014 and 2013 have been reclassified for certain changes in individual product classifications to conform to the presentation for the year ended December 31, 2015 . Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 Dollars in Millions Percentage of Total Net Sales Dollars in Millions Percentage of Total Net Sales Dollars in Millions Percentage of Total Net Sales Notebooks/Mobile Devices $ 2,539.4 19.6 % $ 2,354.0 19.5 % $ 1,696.5 15.8 % Netcomm Products 1,914.9 14.7 1,613.3 13.4 1,482.7 13.8 Enterprise and Data Storage (Including Drives) 1,065.2 8.2 1,024.2 8.5 999.3 9.3 Other Hardware 4,756.4 36.6 4,551.1 37.6 4,184.1 38.8 Software 2,163.6 16.7 2,064.1 17.1 1,982.4 18.4 Services 478.0 3.7 371.9 3.1 332.7 3.1 Other (1) 71.2 0.5 95.9 0.8 90.9 0.8 Total Net sales $ 12,988.7 100.0 % $ 12,074.5 100.0 % $ 10,768.6 100.0 % (1) Includes items such as delivery charges to customers and certain commission revenue. |
Supplemental Guarantor Informat
Supplemental Guarantor Information | 12 Months Ended |
Dec. 31, 2015 | |
Supplemental Guarantor Information [Abstract] | |
Supplemental Guarantor Information | Supplemental Guarantor Information The 2022 Senior Notes, the 2023 Senior Notes and the 2024 Senior Notes are, and, prior to being redeemed in full, the 2019 Senior Notes, the 12.535% Senior Subordinated Exchange Notes due 2017, and the 8.0% Senior Secured Notes due 2018 were guaranteed by Parent and each of CDW LLC’s direct and indirect, 100% owned, domestic subsidiaries (the “Guarantor Subsidiaries”). All guarantees by Parent and Guarantor Subsidiaries are and were joint and several, and full and unconditional; provided that guarantees by the Guarantor Subsidiaries (i) are subject to certain customary release provisions contained in the indentures governing the 2022 Senior Notes, the 2023 Senior Notes and the 2024 Senior Notes and (ii) were subject to certain customary release provisions contained in the indentures governing the 2019 Senior Notes, the 12.535% Senior Subordinated Exchange Notes due 2017 and the 8.0% Senior Secured Notes due 2018 until such indentures were satisfied and discharged in 2014 and the first quarter of 2015. CDW LLC's 100% owned foreign subsidiaries, CDW International Holdings Limited, which is comprised of Kelway and Canada, (together the “Non-Guarantor Subsidiaries”) do not guarantee the debt obligations. CDW LLC and CDW Finance Corporation, as co-issuers, are 100% owned by Parent, and each of the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries are, directly or indirectly, 100% owned by CDW LLC. The following tables set forth condensed Consolidating Balance Sheets as of December 31, 2015 and 2014 , Consolidating Statements of Operations for the years ended December 31, 2015, 2014 and 2013 , condensed Consolidating Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013 , and condensed Consolidating Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013 , in accordance with Rule 3-10 of Regulation S-X. The consolidating financial information includes the accounts of CDW Corporation (the “Parent Guarantor”), which has no independent assets or operations, the accounts of CDW LLC (the “Subsidiary Issuer”), the combined accounts of the Guarantor Subsidiaries, the combined accounts of the Non-Guarantor Subsidiaries, and the accounts of CDW Finance Corporation (the “Co-Issuer”) for the periods indicated. The information was prepared on the same basis as the Company’s Consolidated Financial Statements. Condensed Consolidating Balance Sheet December 31, 2015 (in millions) Parent Guarantor Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Co-Issuer Consolidating Adjustments Consolidated Assets Current assets: Cash and cash equivalents $ — $ 45.1 $ — $ 31.9 $ — $ (39.4 ) $ 37.6 Accounts receivable, net — — 1,788.6 228.8 — — 2,017.4 Merchandise inventory — — 340.3 52.8 — — 393.1 Miscellaneous receivables — 83.7 90.1 24.6 — — 198.4 Prepaid expenses and other — 13.0 50.4 84.0 — (3.1 ) 144.3 Total current assets — 141.8 2,269.4 422.1 — (42.5 ) 2,790.8 Property and equipment, net — 110.0 54.1 11.3 — — 175.4 Equity investments — — — — — — — Goodwill — 751.8 1,439.0 309.6 — — 2,500.4 Other intangible assets, net — 306.0 704.9 265.5 — — 1,276.4 Other assets 3.8 17.3 263.0 3.0 — (274.8 ) 12.3 Investment in and advances to subsidiaries 1,092.1 3,302.0 — — — (4,394.1 ) — Total assets $ 1,095.9 $ 4,628.9 $ 4,730.4 $ 1,011.5 $ — $ (4,711.4 ) $ 6,755.3 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable-trade $ — $ 31.0 $ 727.4 $ 147.5 $ — $ (39.4 ) $ 866.5 Accounts payable-inventory financing — — 428.4 11.4 — (0.2 ) 439.6 Current maturities of long-term debt — 15.4 — 11.8 — — 27.2 Deferred revenue — — 77.4 74.5 — — 151.9 Accrued expenses — 156.0 190.9 58.6 — (3.4 ) 402.1 Total current liabilities — 202.4 1,424.1 303.8 — (43.0 ) 1,887.3 Long-term liabilities: Debt — 3,156.5 — 76.0 — — 3,232.5 Deferred income taxes — 117.3 272.8 83.4 — (3.9 ) 469.6 Other liabilities — 60.7 2.9 276.8 — (270.4 ) 70.0 Total long-term liabilities — 3,334.5 275.7 436.2 — (274.3 ) 3,772.1 Total stockholders’ equity 1,095.9 1,092.0 3,030.6 271.5 — (4,394.1 ) 1,095.9 Total liabilities and stockholders’ equity $ 1,095.9 $ 4,628.9 $ 4,730.4 $ 1,011.5 $ — $ (4,711.4 ) $ 6,755.3 Condensed Consolidating Balance Sheet December 31, 2014 (in millions) Parent Guarantor Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary Co-Issuer Consolidating Adjustments Consolidated Assets Current assets: Cash and cash equivalents $ — $ 346.4 $ — $ 24.6 $ — $ (26.5 ) $ 344.5 Accounts receivable, net — — 1,479.1 82.0 — — 1,561.1 Merchandise inventory — — 333.9 3.6 — — 337.5 Miscellaneous receivables — 56.1 93.3 6.2 — — 155.6 Prepaid expenses and other — 11.0 46.0 1.5 — (3.8 ) 54.7 Total current assets — 413.5 1,952.3 117.9 — (30.3 ) 2,453.4 Property and equipment, net — 80.5 55.5 1.2 — — 137.2 Equity investments — 86.7 — — — — 86.7 Goodwill — 751.8 1,439.0 26.8 — — 2,217.6 Other intangible assets, net — 320.0 843.6 5.2 — — 1,168.8 Other assets 4.3 12.2 0.4 1.4 — (6.1 ) 12.2 Investment in and advances to subsidiaries 932.2 2,784.5 — — — (3,716.7 ) — Total assets $ 936.5 $ 4,449.2 $ 4,290.8 $ 152.5 $ — $ (3,753.1 ) $ 6,075.9 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable-trade $ — $ 23.9 $ 671.9 $ 34.7 $ — $ (26.5 ) $ 704.0 Accounts payable-inventory financing — — 332.1 — — — 332.1 Current maturities of long-term debt — 15.4 — — — — 15.4 Deferred revenue — — 79.9 1.4 — — 81.3 Accrued expenses — 137.8 193.6 7.9 — (4.1 ) 335.2 Total current liabilities — 177.1 1,277.5 44.0 — (30.6 ) 1,468.0 Long-term liabilities: Debt — 3,150.6 — — — — 3,150.6 Deferred income taxes — 146.7 331.3 1.3 — (4.3 ) 475.0 Other liabilities — 42.6 3.7 1.0 — (1.5 ) 45.8 Total long-term liabilities — 3,339.9 335.0 2.3 — (5.8 ) 3,671.4 Total stockholders’ equity 936.5 932.2 2,678.3 106.2 — (3,716.7 ) 936.5 Total liabilities and stockholders’ equity $ 936.5 $ 4,449.2 $ 4,290.8 $ 152.5 $ — $ (3,753.1 ) $ 6,075.9 Consolidating Statement of Operations Year Ended December 31, 2015 (in millions) Parent Guarantor Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Co-Issuer Consolidating Adjustments Consolidated Net sales $ — $ — $ 12,151.2 $ 837.5 $ — $ — $ 12,988.7 Cost of sales — — 10,158.6 714.3 — — 10,872.9 Gross profit — — 1,992.6 123.2 — — 2,115.8 Selling and administrative expenses — 114.5 1,020.9 90.6 — — 1,226.0 Advertising expense — — 143.2 4.6 — — 147.8 Income (loss) from operations — (114.5 ) 828.5 28.0 — — 742.0 Interest (expense) income, net — (158.3 ) 2.3 (3.5 ) — — (159.5 ) Net loss on extinguishments of long-term debt — (24.3 ) — — — — (24.3 ) Management fee — 4.2 — (4.2 ) — — — Gain on remeasurement of equity investment — — — 98.1 — — 98.1 Other income (expense), net — (11.1 ) 1.6 0.2 — — (9.3 ) Income (loss) before income taxes — (304.0 ) 832.4 118.6 — — 647.0 Income tax benefit (expense) — 103.3 (307.2 ) (40.0 ) — — (243.9 ) Income (loss) before equity in earnings of subsidiaries — (200.7 ) 525.2 78.6 — — 403.1 Equity in earnings of subsidiaries 403.1 603.8 — — — (1,006.9 ) — Net income $ 403.1 $ 403.1 $ 525.2 $ 78.6 $ — $ (1,006.9 ) $ 403.1 Consolidating Statement of Operations Year Ended December 31, 2014 (in millions) Parent Guarantor Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary Co-Issuer Consolidating Adjustments Consolidated Net sales $ — $ — $ 11,542.3 $ 532.2 $ — $ — $ 12,074.5 Cost of sales — — 9,684.9 468.3 — — 10,153.2 Gross profit — — 1,857.4 63.9 — — 1,921.3 Selling and administrative expenses — 112.8 962.3 35.2 — — 1,110.3 Advertising expense — — 134.0 4.0 — — 138.0 (Loss) income from operations — (112.8 ) 761.1 24.7 — — 673.0 Interest (expense) income, net — (197.7 ) 0.1 0.3 — — (197.3 ) Net loss on extinguishments of long-term debt — (90.7 ) — — — — (90.7 ) Management fee — 3.9 — (3.9 ) — — — Other (expense) income, net — 1.2 1.5 — — — 2.7 (Loss) income before income taxes — (396.1 ) 762.7 21.1 — — 387.7 Income tax benefit (expense) — 141.0 (278.1 ) (5.7 ) — — (142.8 ) (Loss) income before equity in earnings of subsidiaries — (255.1 ) 484.6 15.4 — — 244.9 Equity in earnings of subsidiaries 244.9 500.0 — — — (744.9 ) — Net income $ 244.9 $ 244.9 $ 484.6 $ 15.4 $ — $ (744.9 ) $ 244.9 Consolidating Statement of Operations Year Ended December 31, 2013 (in millions) Parent Guarantor Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary Co-Issuer Consolidating Adjustments Consolidated Net sales $ — $ — $ 10,293.3 $ 475.3 $ — $ — $ 10,768.6 Cost of sales — — 8,592.1 416.2 — — 9,008.3 Gross profit — — 1,701.2 59.1 — — 1,760.3 Selling and administrative expenses 24.4 103.9 957.3 35.3 — — 1,120.9 Advertising expense — — 126.8 4.0 — — 130.8 (Loss) income from operations (24.4 ) (103.9 ) 617.1 19.8 — — 508.6 Interest (expense) income, net — (250.6 ) 0.2 0.3 — — (250.1 ) Net loss on extinguishments of long-term debt — (64.0 ) — — — — (64.0 ) Management fee — 4.3 — (4.3 ) — — — Other income (expense), net — (0.5 ) 1.2 0.3 — — 1.0 (Loss) income before income taxes (24.4 ) (414.7 ) 618.5 16.1 — — 195.5 Income tax benefit (expense) 9.2 142.2 (209.5 ) (4.6 ) — — (62.7 ) (Loss) income before equity in earnings of subsidiaries (15.2 ) (272.5 ) 409.0 11.5 — — 132.8 Equity in earnings of subsidiaries 148.0 420.5 — — — (568.5 ) — Net income $ 132.8 $ 148.0 $ 409.0 $ 11.5 $ — $ (568.5 ) $ 132.8 Condensed Consolidating Statement of Comprehensive Income Year Ended December 31, 2015 (in millions) Parent Guarantor Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Co-Issuer Consolidating Adjustments Consolidated Comprehensive income $ 358.6 $ 358.6 $ 525.2 $ 34.1 $ — $ (917.9 ) $ 358.6 Condensed Consolidating Statement of Comprehensive Income Year Ended December 31, 2014 (in millions) Parent Guarantor Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary Co-Issuer Consolidating Adjustments Consolidated Comprehensive income $ 234.6 $ 234.6 $ 484.6 $ 5.1 $ — $ (724.3 ) $ 234.6 Condensed Consolidating Statement of Comprehensive Income Year Ended December 31, 2013 (in millions) Parent Guarantor Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary Co-Issuer Consolidating Adjustments Consolidated Comprehensive income $ 126.1 $ 141.3 $ 409.0 $ 4.8 $ — $ (555.1 ) $ 126.1 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2015 (in millions) Parent Guarantor Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Co-Issuer Consolidating Adjustments Consolidated Net cash (used in) provided by operating activities $ 0.5 $ (18.1 ) $ 350.0 $ 27.9 $ — $ (82.8 ) $ 277.5 Cash flows from investing activities: Capital expenditures — (75.4 ) (11.6 ) (3.1 ) — — (90.1 ) Acquisition of business, net of cash acquired — — — (263.8 ) — — (263.8 ) Premium payments on interest rate cap agreements — (0.5 ) — — — — (0.5 ) Net cash used in investing activities — (75.9 ) (11.6 ) (266.9 ) — — (354.4 ) Cash flows from financing activities: Proceeds from borrowings under revolving credit facility — 314.5 — — — — 314.5 Repayments of borrowings under revolving credit facility — (314.5 ) — — — — (314.5 ) Repayments of long-term debt — (15.4 ) — (17.4 ) — — (32.8 ) Proceeds from issuance of long-term debt — 525.0 — — — — 525.0 Payments to extinguish long-term debt — (525.3 ) — — — — (525.3 ) Payment of debt financing costs — (6.8 ) — — — — (6.8 ) Net change in accounts payable-inventory financing — — 96.1 (0.2 ) — — 95.9 Proceeds from stock option exercises — 2.4 — — — — 2.4 Proceeds from Coworker stock purchase plan — 8.7 — — — — 8.7 Repurchases of common stock (241.3 ) — — — — — (241.3 ) Dividends paid (52.9 ) — — — — — (52.9 ) Excess tax benefits from equity-based compensation — 0.6 — — — — 0.6 Advances to/from affiliates 293.7 (196.5 ) (434.5 ) 267.4 — 69.9 — Net cash provided by (used in) financing activities (0.5 ) (207.3 ) (338.4 ) 249.8 — 69.9 (226.5 ) Effect of exchange rate changes on cash and cash equivalents — — — (3.5 ) — — (3.5 ) Net increase (decrease) in cash and cash equivalents — (301.3 ) — 7.3 — (12.9 ) (306.9 ) Cash and cash equivalents – beginning of period — 346.4 — 24.6 — (26.5 ) 344.5 Cash and cash equivalents – end of period $ — $ 45.1 $ — $ 31.9 $ — $ (39.4 ) $ 37.6 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2014 (in millions) Parent Subsidiary Guarantor Non-Guarantor Co-Issuer Consolidating Consolidated Net cash (used in) provided by operating activities $ — $ (120.4 ) $ 547.7 $ 11.8 $ — $ (4.1 ) $ 435.0 Cash flows from investing activities: Capital expenditures — (47.9 ) (7.1 ) — — — (55.0 ) Payment for equity investments — (86.8 ) — — — — (86.8 ) Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II — (20.9 ) — — — — (20.9 ) Premium Payments on interest rate cap agreements — (2.1 ) — — — — (2.1 ) Net cash used in investing activities — (157.7 ) (7.1 ) — — — (164.8 ) Cash flows from financing activities: Repayments of long-term debt — (15.4 ) — — — — (15.4 ) Proceeds from issuance of long-term debt — 1,175.0 — — — — 1,175.0 Payments to extinguish long-term debt — (1,299.0 ) — — — — (1,299.0 ) Payment of debt financing costs — (21.9 ) — — — — (21.9 ) Net change in accounts payable-inventory financing — — 75.5 — — — 75.5 Proceeds from stock option exercises — 1.3 — — — — 1.3 Proceeds from Coworker stock purchase plan — 5.8 — — — — 5.8 Dividends paid (33.6 ) — — — — — (33.6 ) Excess tax benefits from equity-based compensation — 0.3 — — — — 0.3 Advances to/from affiliates 33.6 581.9 (616.1 ) 0.6 — — — Net cash provided by (used in) financing activities — 428.0 (540.6 ) 0.6 — — (112.0 ) Effect of exchange rate changes on cash and cash equivalents — — — (1.8 ) — — (1.8 ) Net increase (decrease) in cash and cash equivalents — 149.9 — 10.6 — (4.1 ) 156.4 Cash and cash equivalents – beginning of period — 196.5 — 14.0 — (22.4 ) 188.1 Cash and cash equivalents – end of period $ — $ 346.4 $ — $ 24.6 $ — $ (26.5 ) $ 344.5 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2013 (in millions) Parent Subsidiary Guarantor Non-Guarantor Co-Issuer Consolidating Consolidated Net cash (used in) provided by operating activities $ (15.2 ) $ (130.3 ) $ 508.8 $ 5.5 $ — $ (2.5 ) $ 366.3 Cash flows from investing activities: Capital expenditures — (40.8 ) (6.2 ) (0.1 ) — — (47.1 ) Net cash used in investing activities — (40.8 ) (6.2 ) (0.1 ) — — (47.1 ) Cash flows from financing activities: Proceeds from borrowings under revolving credit facility — 63.0 — — — — 63.0 Repayments of borrowings under revolving credit facility — (63.0 ) — — — — (63.0 ) Repayments of long-term debt — (51.1 ) — — — — (51.1 ) Proceeds from issuance of long-term debt — 1,535.2 — — — — 1,535.2 Payments to extinguish long-term debt — (2,047.4 ) — — — — (2,047.4 ) Payment of debt financing costs — (6.1 ) — — — — (6.1 ) Net change in accounts payable-inventory financing — — 7.4 — — — 7.4 Payment of incentive compensation plan withholding taxes — (4.0 ) (19.6 ) (0.5 ) — — (24.1 ) Proceeds from issuance of common stock 424.7 — — — — — 424.7 Dividends paid (7.3 ) — — — — — (7.3 ) Advances to/from affiliates (402.2 ) 892.6 (490.4 ) — — — — Other financing activities — 0.4 — — — — 0.4 Net cash provided by (used in) financing activities 15.2 319.6 (502.6 ) (0.5 ) — — (168.3 ) Effect of exchange rate changes on cash and cash equivalents — — — (0.7 ) — — (0.7 ) Net increase (decrease) in cash and cash equivalents — 148.5 — 4.2 — (2.5 ) 150.2 Cash and cash equivalents – beginning of period — 48.0 — 9.8 — (19.9 ) 37.9 Cash and cash equivalents – end of period $ — $ 196.5 $ — $ 14.0 $ — $ (22.4 ) $ 188.1 |
Selected Quarterly Financial Re
Selected Quarterly Financial Results | 12 Months Ended |
Dec. 31, 2015 | |
Selected Quarterly Financial Results (unaudited) [Abstract] | |
Selected Quarterly Financial Results | Selected Quarterly Financial Results (unaudited) Year Ended December 31, 2015 (in millions, except per-share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Net Sales Detail: Corporate: Medium/Large $ 1,313.9 $ 1,492.1 $ 1,458.9 $ 1,493.4 Small Business 260.1 269.3 265.6 263.2 Total Corporate 1,574.0 1,761.4 1,724.5 1,756.6 Public: Government 288.6 385.0 488.6 513.7 Education 343.6 546.1 579.0 338.3 Healthcare 373.6 443.1 400.5 425.3 Total Public 1,005.8 1,374.2 1,468.1 1,277.3 Other 175.4 178.4 308.5 384.5 Net sales $ 2,755.2 $ 3,314.0 $ 3,501.1 $ 3,418.4 Gross profit $ 456.5 $ 534.5 $ 567.2 $ 557.6 Income from operations 151.6 205.9 204.6 179.9 Net income 54.7 108.2 150.9 89.3 Net income per common share (1) : Basic 0.32 0.63 0.89 0.53 Diluted 0.32 0.63 0.88 0.52 Cash dividends declared per common share $ 0.0675 $ 0.0675 $ 0.0675 $ 0.1075 Year Ended December 31, 2014 (in millions, except per-share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Net Sales Detail: Corporate: Medium/Large $ 1,274.8 $ 1,395.4 $ 1,374.8 $ 1,440.3 Small Business 230.8 260.8 247.9 250.7 Total Corporate 1,505.6 1,656.2 1,622.7 1,691.0 Public: Government 254.2 313.1 441.3 440.8 Education 321.6 527.0 632.8 342.6 Healthcare 394.1 431.5 394.7 385.7 Total Public 969.9 1,271.6 1,468.8 1,169.1 Other 176.8 178.2 174.6 190.0 Net sales $ 2,652.3 $ 3,106.0 $ 3,266.1 $ 3,050.1 Gross profit $ 425.2 $ 496.9 $ 507.3 $ 491.9 Income from operations 135.8 188.2 184.7 164.3 Net income 50.9 86.6 55.6 51.8 Net income per common share (1) : Basic 0.30 0.51 0.33 0.30 Diluted 0.30 0.50 0.32 0.30 Cash dividends declared per common share $ 0.0425 $ 0.0425 $ 0.0425 $ 0.0675 (1) Basic and diluted net income per share are computed independently for each of the quarters presented. Therefore, the sum of quarterly basic and diluted per share information may not equal annual basic and diluted net income per share. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Event [Line Items] | |
Subsequent Events [Text Block] | Subsequent Events On February 9, 2016, the Company announced that its Board of Directors has declared a quarterly cash dividend of $0.1075 per common share to be paid on March 10, 2015 to all stockholders of record as of the close of business on February 25, 2016. Future dividends will be subject to Board of Directors approval. |
Valuation And Qualifying Accoun
Valuation And Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Valuation And Qualifying Accounts | SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS Years ended December 31, 2015, 2014 and 2013 (in millions) Balance at Beginning of Period Charged to Costs and Expenses Deductions Balance at End of Period Allowance for doubtful accounts: Year Ended December 31, 2015 $ 5.7 $ 4.2 $ (3.9 ) $ 6.0 Year Ended December 31, 2014 5.4 5.4 (5.1 ) 5.7 Year Ended December 31, 2013 5.4 2.8 (2.8 ) 5.4 Reserve for sales returns: Year Ended December 31, 2015 $ 5.1 $ 34.4 $ (34.6 ) $ 4.9 Year Ended December 31, 2014 5.1 36.2 (36.2 ) 5.1 Year Ended December 31, 2013 4.4 35.0 (34.3 ) 5.1 |
Description Of Business And S29
Description Of Business And Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Description of Business and Summary of Significant Accounting Policies [Abstract] | |
Description of Business, Policy | Description of Business CDW Corporation (“Parent”) is a Fortune 500 company and a leading provider of integrated information technology (“IT”) solutions to small, medium and large business, government, education and healthcare customers in North America and the United Kingdom. The Company’s offerings range from discrete hardware and software products to integrated IT solutions such as mobility, security, data center optimization, cloud computing, virtualization and collaboration. Throughout this report, the terms “the Company” and “CDW” refer to Parent and its 100% owned subsidiaries. Parent has two 100% owned subsidiaries, CDW LLC and CDW Finance Corporation. CDW LLC is an Illinois limited liability company that, together with its 100% owned subsidiaries, holds all material assets and conducts all business activities and operations of the Company. CDW Finance Corporation is a Delaware corporation formed for the sole purpose of acting as co-issuer of certain debt obligations as described in Note 17 (Supplemental Guarantor Information) and does not hold any material assets or engage in any business activities or operations. On August 1, 2015, the Company completed the acquisition of Kelway TopCo Limited (“Kelway”) by purchasing the remaining 65% of its outstanding common stock which increased the Company’s ownership interest from 35% to 100% , and provided the Company control. For further details regarding the acquisition, see Note 3 (Acquisition) . CDW Corporation was previously owned directly by CDW Holdings LLC (“CDW Holdings”), a company controlled by investment funds affiliated with Madison Dearborn Partners, LLC (“Madison Dearborn”) and Providence Equity Partners L.L.C. (“Providence Equity”), certain other co-investors and certain members of CDW management. On October 12, 2007, CDW Corporation was acquired through a merger transaction by an entity controlled by investment funds affiliated with Madison Dearborn and Providence Equity (the “Madison Dearborn and Providence Equity Acquisition”). On July 2, 2013, Parent completed an initial public offering (“IPO”) of its common stock. In connection with the IPO, CDW Holdings distributed all of its shares of Parent’s common stock to its members in June 2013 in accordance with the members’ respective membership interests and was subsequently dissolved in August 2013. For additional discussion of the IPO, see Note 10 (Stockholders’ Equity) . |
Basis of Presentation, Policy | Basis of Presentation The Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). |
Principles of Consolidation, Policy | Principles of Consolidation The Consolidated Financial Statements include the accounts of Parent and its 100% owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation. |
Use of Estimates, Policy | Use of Estimates The preparation of the Consolidated Financial Statements in accordance with GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. |
Business Combinations, Policy | Business Combinations The Company accounts for all business combinations using the acquisition method of accounting, which allocates the fair value of the purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions. The Company may utilize third-party valuation specialists to assist the Company in the allocation. Initial purchase price allocations are subject to revision within the measurement period, not to exceed one year from the date of acquisition. Acquisition-related expenses and transaction costs associated with business combinations are expensed as incurred. |
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents Cash and cash equivalents include all deposits in banks and short-term (original maturities of three months or less at the time of purchase), highly liquid investments that are readily convertible to known amounts of cash and are so near maturity that there is insignificant risk of changes in value due to interest rate changes. |
Accounts Receivable, Policy | Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and typically do not bear interest. The Company provides allowances for doubtful accounts related to accounts receivable for estimated losses resulting from the inability of its customers to make required payments. The Company takes into consideration the overall quality of the receivable portfolio along with specifically-identified customer risks. |
Merchandise Inventory, Policy | Merchandise Inventory Inventory is valued at the lower of cost or market value. Cost is determined using a weighted-average cost method. Price protection is recorded when earned as a reduction to the cost of inventory. The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. |
Miscellaneous Receivables, Policy | Miscellaneous Receivables Miscellaneous receivables generally consist of amounts due from vendors. The Company receives incentives from vendors related to cooperative advertising, volume rebates, bid programs, price protection and other programs. These incentives generally relate to written vendor agreements with specified performance requirements and are recorded as adjustments to Cost of sales or Merchandise inventory, depending on the nature of the incentive. |
Property and Equipment, Policy | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. The Company calculates depreciation expense using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their useful lives or the initial lease term. Expenditures for major renewals and improvements that extend the useful life of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. The estimated useful lives of property and equipment are as follows: Classification Estimated Useful Lives Machinery and equipment 5 to 10 years Building and leasehold improvements 4 to 25 years Computer and data processing equipment 3 to 5 years Computer software 3 to 5 years Furniture and fixtures 4 to 10 years The Company has asset retirement obligations associated with commitments to return property subject to operating leases to its original condition upon lease termination. The Company’s asset retirement liability was $1.8 million and $0.5 million as of December 31, 2015 and 2014 , respectively. |
Equity Investments, Policy | Equity Investments If the Company is not required to consolidate its investment in another entity because it does not have control, the Company uses the equity method if it (i) can exercise significant influence over the other entity and (ii) holds common stock of the other entity. Under the equity method, investments are carried at cost, plus or minus the Company’s share of equity in the increases and decreases in the investee’s net assets after the date of acquisition and adjustments for basis differences. The Company’s share of the net income or loss of equity method investees is included in Other (expense) income, net in the Consolidated Statements of Operations. |
Goodwill, Policy | Goodwill The Company performs an evaluation of goodwill, utilizing either a quantitative or qualitative impairment test, on an annual basis, or more frequently if circumstances indicate a potential impairment. The annual test for impairment is conducted as of December 1. The Company’s reporting units used to assess potential goodwill impairment are the same as its operating segments. Under a quantitative assessment, testing for impairment of goodwill is a two-step process. The first step compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill to determine the amount of impairment loss. Fair value of a reporting unit is determined by using a weighted combination of an income approach ( 75% ) and a market approach ( 25% ), as this combination is considered the most indicative of the Company’s fair value in an orderly transaction between market participants. Under the income approach, the Company determines fair value based on estimated future cash flows of a reporting unit, discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn. The estimated future cash flows of each reporting unit is based on internally generated forecasts for the remainder of the respective reporting period and the next six years. The Company uses a 3.5% long-term assumed consolidated annual net sales growth rate for periods after the six-year forecast. Under the market approach, the Company utilizes valuation multiples derived from publicly available information for guideline companies to provide an indication of how much a knowledgeable investor in the marketplace would be willing to pay for a company. The valuation multiples are applied to the reporting units. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including net sales growth rates, gross margins, operating margins, discount rates and future market conditions, among others. Any changes in the judgments, estimates or assumptions used could produce significantly different results. Under a qualitative assessment, the most recent quantitative assessment is the starting point to determine if it is more- likely-than-not that the reporting unit’s goodwill is impaired. As part of this qualitative assessment, the Company assesses relevant events and circumstances including macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, changes in share price and entity-specific events. |
Intangible Assets, Policy | Intangible Assets Intangible assets with determinable lives are amortized on a straight-line basis over their respective estimated useful lives. The cost of computer software developed or obtained for internal use is capitalized and amortized on a straight-line basis over the estimated useful life of the software. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset’s carrying amount over its fair value. In addition, each quarter, the Company evaluates whether events and circumstances warrant a revision to the remaining estimated useful life of each of these intangible assets. If the Company were to determine that a change to the remaining estimated useful life of an intangible asset was necessary, then the remaining carrying amount of the intangible asset would be amortized prospectively over that revised remaining useful life. The following table shows estimated useful lives of definite-lived intangible assets: Classification Estimated Useful Lives Customer relationships and contracts 3 to 14 years Trade name generally 20 years Internally developed software 2 to 5 years Other 1 to 10 years |
Deferred Financing Costs, Policy | Deferred Financing Costs Deferred financing costs, such as underwriting, financial advisory, professional fees and other similar fees are capitalized and recognized in Interest expense, net over the estimated life of the related debt instrument using the effective interest method or straight-line method, as applicable. The Company classifies deferred financing costs as a direct deduction from the carrying value of the long-term debt liability on the Consolidated Balance Sheets, except for deferred financing costs associated with line-of-credit arrangements which are presented as an asset, included within “Other assets” on the Consolidated Balance Sheets. |
Derivatives, Policy | Derivatives The Company has entered into interest rate cap agreements for the purpose of economically hedging its exposure to fluctuations in interest rates. These derivatives are recorded at fair value in the Consolidated Balance Sheets. The Company’s interest rate cap agreements are not designated as cash flow hedges of interest rate risk. Changes in fair value of the derivatives are recorded directly to Interest expense, net in the Consolidated Statements of Operations. |
Fair Value Measurements, Policy | Fair Value Measurements Fair value is defined under GAAP as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy has been established for valuation inputs to prioritize the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 – observable inputs such as quoted prices for identical instruments traded in active markets. Level 2 – inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques. |
Accumulated Other Comprehensive Loss, Policy | Accumulated Other Comprehensive Loss Foreign currency translation adjustments are included in Stockholders’ equity under Accumulated other comprehensive loss. The components of accumulated other comprehensive loss are as follows: Years Ended December 31, (in millions) 2015 2014 2013 Foreign currency translation $ (61.1 ) $ (16.6 ) $ (6.3 ) Accumulated other comprehensive loss $ (61.1 ) $ (16.6 ) $ (6.3 ) |
Revenue Recognition, Policy | Revenue Recognition The Company is a primary distribution channel for a large group of vendors and suppliers, including original equipment manufacturers (“OEMs”), software publishers and wholesale distributors. The Company records revenue from sales transactions when title and risk of loss are passed to the customer, there is persuasive evidence of an arrangement for sale, delivery has occurred and/or services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured. The Company’s shipping terms typically specify F.O.B. destination, at which time title and risk of loss have passed to the customer. Revenues from the sales of hardware products and software products and licenses are generally recognized on a gross basis with the selling price to the customer recorded as sales and the acquisition cost of the product recorded as cost of sales. These items can be delivered to customers in a variety of ways, including (i) as physical product shipped from the Company’s warehouse, (ii) via drop-shipment by the vendor or supplier, or (iii) via electronic delivery for software licenses. At the time of sale, the Company records an estimate for sales returns and allowances based on historical experience. The Company’s vendor partners warrant most of the products the Company sells. The Company leverages drop-shipment arrangements with many of its vendors and suppliers to deliver products to its customers without having to physically hold the inventory at its warehouses, thereby increasing efficiency and reducing costs. The Company recognizes revenue for drop-shipment arrangements on a gross basis upon delivery to the customer with contract terms that typically specify F.O.B. destination. Revenue from professional services is either recognized as provided for services billed at an hourly rate, recognized using a percentage of completion model for fixed fee project work or recognized using a proportional performance model for services provided at a fixed fee. Revenue from cloud computing solutions including Software as a Service (“SaaS”) and Infrastructure as a Service (“IaaS”) arrangements, as well as data center services such as managed and remote managed services, server co-location, internet connectivity and data backup and storage, is recognized over the period service is provided. The Company also sells certain products for which it acts as an agent. Products in this category include the sale of third-party services, warranties, software assurance (“SA”) and third-party hosted SaaS and IaaS arrangements. SA is a product that allows customers to upgrade, at no additional cost, to the latest technology if new applications are introduced during the period that the SA is in effect. These sales do not meet the criteria for gross sales recognition, and thus are recognized on a net basis at the time of sale. Under net sales recognition, the cost paid to the vendor or third-party service provider is recorded as a reduction to sales, resulting in net sales being equal to the gross profit on the transaction. The Company’s larger customers are offered the opportunity by certain of its vendors to purchase software licenses and SA under enterprise agreements (“EAs”). Under EAs, customers are considered to be compliant with applicable license requirements for the ensuing year, regardless of changes to their employee base. Customers are charged an annual true-up fee for changes in the number of users over the year. With most EAs, the Company’s vendors will transfer the license and bill the customer directly, paying resellers such as the Company an agency fee or commission on these sales. The Company records these fees as a component of net sales as earned and there is no corresponding cost of sales amount. In certain instances, the Company bills the customer directly under an EA and accounts for the individual items sold based on the nature of the item. The Company’s vendors typically dictate how the EA will be sold to the customer. The Company also sells some of its products and services as part of bundled contract arrangements containing multiple deliverables, which may include a combination of products and services. For each deliverable that represents a separate unit of accounting, total arrangement consideration is allocated based upon the relative selling prices of each element. The allocated arrangement consideration is recognized as revenue in accordance with the principles described above. Selling prices are determined by using vendor specific objective evidence (“VSOE”) if it exists. Otherwise, selling prices are determined using third-party evidence (“TPE”). If neither VSOE or TPE is available, the Company uses its best estimate of selling prices. The Company records freight billed to its customers as Net sales and the related freight costs as a Cost of sales. Deferred revenue includes (1) payments received from customers in advance of providing the product or performing services and (2) amounts deferred if other conditions of revenue recognition have not been met. The Company performs an analysis of the estimated number of days of sales in-transit to customers at the end of each period based on a weighted-average analysis of commercial delivery terms that includes drop-shipment arrangements. This analysis is the basis upon which the Company estimates the amount of sales in-transit at the end of the period and adjusts revenue and the related costs to reflect only what has been received by the customer. Changes in delivery patterns may result in a different number of business days used in making this adjustment and could have a material impact on the Company’s revenue recognition for the period. |
Sales Taxes, Policy | Sales Taxes Sales tax amounts collected from customers for remittance to governmental authorities are presented on a net basis in the Company’s Consolidated Statements of Operations. |
Advertising, Policy | Advertising Advertising costs are generally charged to expense in the period incurred. Cooperative reimbursements from vendors are recorded in the period the related advertising expenditure is incurred. The Company classifies vendor consideration as a reduction to Cost of sales. |
Equity-Based Compensation, Policy | Equity-Based Compensation The Company measures all equity-based payments using a fair-value-based method and records compensation expense over the requisite service period using the straight-line method in its Consolidated Financial Statements. Estimated forfeiture rates have been developed based upon historical experience. |
Interest Expense, Policy | Interest Expense Interest expense is typically recognized in the period incurred at the applicable interest rate in effect. |
Foreign Currency Translation, Policy | Foreign Currency Translation The Company’s functional currency is the U.S. dollar. The functional currency of the Company’s international operating subsidiaries is generally the same as the corresponding local currency. Assets and liabilities of the international operating subsidiaries are translated at the spot rate in effect at the applicable reporting date. Revenues and expenses of the international operating subsidiaries are translated at the average exchange rates in effect during the applicable period. The resulting foreign currency translation adjustment is recorded as Accumulated other comprehensive loss, which is reflected as a separate component of Stockholders’ equity. |
Income Taxes, Policy | Income Taxes Deferred income taxes are provided to reflect the differences between the tax bases of assets and liabilities and their reported amounts in the Consolidated Financial Statements using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company performs an evaluation of the realizability of deferred tax assets on a quarterly basis. This evaluation requires management to make use of estimates and assumptions and considers all positive and negative evidence and factors, such as the scheduled reversal of temporary differences, the mix of earnings in the jurisdictions in which the Company operates, and prudent and feasible tax planning strategies. The Company accounts for unrecognized tax benefits based upon its assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company reports a liability for unrecognized tax benefits resulting from unrecognized tax benefits taken or expected to be taken in a tax return and recognizes interest and penalties, if any, related to its unrecognized tax benefits in income tax expense. |
Description Of Business And S30
Description Of Business And Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Description of Business and Summary of Significant Accounting Policies [Abstract] | |
Property, Plant and Equipment [Table Text Block] | The estimated useful lives of property and equipment are as follows: Classification Estimated Useful Lives Machinery and equipment 5 to 10 years Building and leasehold improvements 4 to 25 years Computer and data processing equipment 3 to 5 years Computer software 3 to 5 years Furniture and fixtures 4 to 10 years Property and equipment consists of the following: December 31, (in millions) 2015 2014 Land $ 27.7 $ 27.7 Machinery and equipment 56.8 54.3 Building and leasehold improvements 126.7 105.1 Computer and data processing equipment 99.6 65.6 Computer software 10.3 10.6 Furniture and fixtures 29.4 21.7 Construction in progress 23.9 24.7 Property and equipment 374.4 309.7 Less: accumulated depreciation 199.0 172.5 Property and equipment, net $ 175.4 $ 137.2 |
Schedule of Finite-Lived Intangible Assets | The following table shows estimated useful lives of definite-lived intangible assets: Classification Estimated Useful Lives Customer relationships and contracts 3 to 14 years Trade name generally 20 years Internally developed software 2 to 5 years Other 1 to 10 years A summary of intangible assets at December 31, 2015 and 2014 is as follows: (in millions) December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships and contracts $ 2,128.3 $ 1,162.0 $ 966.3 Trade name 422.3 173.9 248.4 Internally developed software 136.5 77.7 58.8 Other 5.8 2.9 2.9 Total $ 2,692.9 $ 1,416.5 $ 1,276.4 December 31, 2014 Customer relationships $ 1,859.7 $ 1,012.1 $ 847.6 Trade name 421.0 152.0 269.0 Internally developed software 110.1 58.9 51.2 Other 3.2 2.2 1.0 Total $ 2,394.0 $ 1,225.2 $ 1,168.8 |
Schedule of Accumulated Other Comprehensive Loss [Table Text Block] | The components of accumulated other comprehensive loss are as follows: Years Ended December 31, (in millions) 2015 2014 2013 Foreign currency translation $ (61.1 ) $ (16.6 ) $ (6.3 ) Accumulated other comprehensive loss $ (61.1 ) $ (16.6 ) $ (6.3 ) |
Recent Accounting Pronounceme31
Recent Accounting Pronouncements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Recent Accounting Pronouncements [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | A summary of the revisions to the Consolidated Balance Sheet at December 31, 2014 is as follows: December 31, 2014 (in millions) As Previously Reported As Reported Upon Adoption of ASU 2015-03 and ASU 2015-15 Deferred financing costs, net $ 33.0 $ — Other assets $ 3.2 $ 12.2 Long-term debt $ (3,174.6 ) $ (3,150.6 ) |
Acquisition (Tables)
Acquisition (Tables) - Kelway TopCo Limited [Member] | 12 Months Ended |
Dec. 31, 2015 | |
Business Acquisition [Line Items] | |
Schedule of Consideration Transferred | A summary of the total consideration transferred is as follows: (in millions) Acquisition-Date Fair Value Cash $ 291.6 Fair value of CDW common stock (1) 33.2 Fair value of previously held equity investment on the date of acquisition (2) 174.9 Total consideration $ 499.7 (1) The Company issued 1.6 million shares of CDW common stock. The fair value of the common stock was based on the closing market price on July 31, 2015 , adjusted for the lack of marketability as the shares of CDW common stock issued to certain sellers are subject to a three -year lock up restriction from August 1, 2015 . One of the sellers granted 0.6 million stock options to certain Kelway coworkers over his shares of CDW common stock received in the transaction. The fair value of these stock options was $21.8 million , which has been accounted for as post-combination stock-based compensation and is being amortized over the weighted-average requisite service period of 3.2 years and recorded in Selling and administrative expenses in the Consolidated Statements of Operations. (2) As a result of the Company obtaining control over Kelway, the Company’s previously held 35% equity investment was remeasured to fair value, resulting in a gain of $98.1 million included in Gain on remeasurement of equity investment in the Consolidated Statements of Operations. The fair value of the previously held equity investment was determined by management with the assistance of a third party valuation firm, based on information available at the acquisition date. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The recognized amounts of identifiable assets acquired and liabilities assumed, translated using the foreign currency exchange rates on the date of acquisition, are as follows: (in millions) Acquisition-Date Fair Value (1) Cash $ 27.8 Accounts receivable 135.7 Merchandise inventory 27.1 Property and equipment, net 11.4 Identified intangible assets (2) 289.8 Other assets 53.5 Total assets acquired 545.3 Accounts payable (3) (86.1 ) Deferred revenue (57.2 ) Other liabilities (40.7 ) Deferred tax liabilities (55.3 ) Debt (111.5 ) Total liabilities assumed (350.8 ) Total identifiable net assets 194.5 Goodwill 305.2 Total purchase price $ 499.7 (1) The fair values assigned to the tangible and intangible assets acquired and liabilities assumed were based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. These fair values are subject to change within the measurement period. In the fourth quarter of 2015 , the Company recorded a reduction of $8.6 million to goodwill, primarily related to adjustments to taxes, merchandise inventory and deferred revenue. (2) Details of the identified intangible assets acquired are as follows: (in millions) Acquisition-Date Fair Value Weighted-Average Amortization Period (in years) Customer relationships $ 260.8 13 Customer contracts 25.9 3 Developed technology 1.7 2 Trade name 1.4 1 Total identified intangible assets $ 289.8 (3) Accounts payable includes both Accounts payable-trade and Accounts payable-inventory financing. |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | Details of the identified intangible assets acquired are as follows: (in millions) Acquisition-Date Fair Value Weighted-Average Amortization Period (in years) Customer relationships $ 260.8 13 Customer contracts 25.9 3 Developed technology 1.7 2 Trade name 1.4 1 Total identified intangible assets $ 289.8 |
Business Acquisition, Pro Forma Information [Table Text Block] | The unaudited pro forma Consolidated Statements of Operations for the years ended December 31, 2015 and 2014 is as follows: Years Ended December 31, (in millions) 2015 2014 Net sales $ 13,507.6 $ 12,933.1 Net income 363.7 243.1 The unaudited pro forma information above reflects the following adjustments: (1) Excludes acquisition and integration expenses directly related to the transaction. (2) Includes additional amortization expense related to the fair value of acquired intangibles. (3) Excludes the gain of resulting from the remeasurement of the Company’s previously held 35% equity investment to fair value upon the completion of the acquisition. (4) Excludes the Company’s share of net income/loss from its previously held 35% equity investment prior to the completion of the acquisition. (5) Excludes non-cash equity-based compensation related to certain equity awards granted by one of the sellers to Kelway coworkers in July 2015 prior to the completion of the acquisition. (6) Includes additional non-cash equity-based compensation related to equity awards granted to Kelway coworkers after the completion of the acquisition. (7) Includes the elimination of inter-company sales transactions prior to the completion of the acquisition. |
Property And Equipment (Tables)
Property And Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | The estimated useful lives of property and equipment are as follows: Classification Estimated Useful Lives Machinery and equipment 5 to 10 years Building and leasehold improvements 4 to 25 years Computer and data processing equipment 3 to 5 years Computer software 3 to 5 years Furniture and fixtures 4 to 10 years Property and equipment consists of the following: December 31, (in millions) 2015 2014 Land $ 27.7 $ 27.7 Machinery and equipment 56.8 54.3 Building and leasehold improvements 126.7 105.1 Computer and data processing equipment 99.6 65.6 Computer software 10.3 10.6 Furniture and fixtures 29.4 21.7 Construction in progress 23.9 24.7 Property and equipment 374.4 309.7 Less: accumulated depreciation 199.0 172.5 Property and equipment, net $ 175.4 $ 137.2 |
Goodwill And Other Intangible34
Goodwill And Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in goodwill by reportable segment for the years ended December 31, 2015 and 2014 are as follows: (in millions) Corporate Public Other (1) Consolidated Balances as of December 31, 2013: Goodwill $ 2,803.2 $ 1,265.4 $ 105.5 $ 4,174.1 Accumulated impairment charges (1,571.4 ) (354.1 ) (28.3 ) (1,953.8 ) 1,231.8 911.3 77.2 2,220.3 2014 Activity: Foreign currency translation — — (2.7 ) (2.7 ) — — (2.7 ) (2.7 ) Balances as of December 31, 2014: Goodwill 2,803.2 1,265.4 102.8 4,171.4 Accumulated impairment charges (1,571.4 ) (354.1 ) (28.3 ) (1,953.8 ) 1,231.8 911.3 74.5 2,217.6 2015 Activity: Foreign currency translation — — (22.4 ) (22.4 ) Acquisition (2) — — 305.2 305.2 — — 282.8 282.8 Balances as of December 31, 2015: Goodwill 2,803.2 1,265.4 385.6 4,454.2 Accumulated impairment charges (1,571.4 ) (354.1 ) (28.3 ) (1,953.8 ) $ 1,231.8 $ 911.3 $ 357.3 $ 2,500.4 (1) Other is comprised of CDW Advanced Services, Canada and Kelway reporting units. (2) For further information regarding the addition to goodwill resulting from the Company’s acquisition of Kelway, see Note 3 (Acquisition) . |
Schedule of Finite-Lived Intangible Assets | The following table shows estimated useful lives of definite-lived intangible assets: Classification Estimated Useful Lives Customer relationships and contracts 3 to 14 years Trade name generally 20 years Internally developed software 2 to 5 years Other 1 to 10 years A summary of intangible assets at December 31, 2015 and 2014 is as follows: (in millions) December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships and contracts $ 2,128.3 $ 1,162.0 $ 966.3 Trade name 422.3 173.9 248.4 Internally developed software 136.5 77.7 58.8 Other 5.8 2.9 2.9 Total $ 2,692.9 $ 1,416.5 $ 1,276.4 December 31, 2014 Customer relationships $ 1,859.7 $ 1,012.1 $ 847.6 Trade name 421.0 152.0 269.0 Internally developed software 110.1 58.9 51.2 Other 3.2 2.2 1.0 Total $ 2,394.0 $ 1,225.2 $ 1,168.8 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization expense related to intangible assets for the next five years is as follows: (in millions) Years ending December 31, Estimated Future Amortization Expense 2016 $ 213.7 2017 207.1 2018 191.3 2019 178.0 2020 157.3 |
Inventory Financing Agreements
Inventory Financing Agreements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Financing Agreements [Abstract] | |
Inventory Financing Agreements [Table Text Block] | Amounts included in accounts payable-inventory financing are as follows: December 31, (in millions) 2015 2014 Revolving Loan inventory financing agreement $ 427.0 $ 330.1 Other inventory financing agreements 12.6 2.0 Accounts payable-inventory financing $ 439.6 $ 332.1 |
Lease Commitments (Tables)
Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Operating Leases of Lessee Disclosure [Table Text Block] | Future minimum lease payments under non-cancelable operating leases as of December 31, 2015 are as follows: (in millions) Years ending December 31, Future Minimum Lease Payments 2016 $ 22.5 2017 22.1 2018 19.6 2019 19.0 2020 18.1 Thereafter 41.9 Total future minimum lease payments (1) $ 143.2 (1) Included in these amounts are future minimum lease payments commencing in the fourth quarter of 2016 which relate to the lease entered into in December 2014 for the Company’s new office location north of Chicago. Also reflected in these amounts is the future expiration of two leases in the first quarter of 2016 for facilities currently in use by the Company which will be consolidated into the new office location north of Chicago and accordingly, these leases will not be renewed. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Instrument [Line Items] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block] | The approximate fair values and related carrying values of the Company’s long-term debt, including current maturities and excluding unamortized discount and/or premium and unamortized deferred financing costs, are as follows: December 31, (in millions) 2015 2014 Fair value $ 3,330.4 $ 3,208.7 Carrying value 3,286.5 3,192.4 |
Carrying Value of Long-Term Debt | Long-term debt as of December 31, 2015 is as follows: (dollars in millions) Interest Rate Principal Unamortized Discount, Premium, and Deferred Financing Costs (1) Total Year Ended December 31, 2015 Senior secured asset-based revolving credit facility — % $ — $ — $ — Kelway revolving credit facility — % — — — Senior secured term loan facility 3.25 % 1,498.1 (6.7 ) 1,491.4 Kelway term loan 1.98 % 88.4 (0.6 ) 87.8 Senior notes due 2022 6.0 % 600.0 (6.6 ) 593.4 Senior notes due 2023 5.0 % 525.0 (6.2 ) 518.8 Senior notes due 2024 5.5 % 575.0 (6.7 ) 568.3 Total long-term debt 3,286.5 (26.8 ) 3,259.7 Less current maturities of long-term debt (27.2 ) — (27.2 ) Long-term debt, excluding current maturities $ 3,259.3 $ (26.8 ) $ 3,232.5 Year Ended December 31, 2014 Senior secured asset-based revolving credit facility — % $ — $ — $ — Senior secured term loan facility 3.25 % 1,513.50 (8.3 ) 1,505.2 Senior notes due 2019 (2) 8.5 % 503.9 (3.1 ) 500.8 Senior notes due 2022 6.0 % 600.0 (7.6 ) 592.4 Senior notes due 2024 5.5 % 575.0 (7.4 ) 567.6 Total long-term debt 3,192.4 (26.4 ) 3,166.0 Less current maturities of long-term debt (15.4 ) — (15.4 ) Long-term debt, excluding current maturities $ 3,177.0 $ (26.4 ) $ 3,150.6 (1) As a result of the adoption of ASU 2015-03 during the second quarter of 2015, historical periods have been revised to reflect the change in the presentation of deferred financing costs, which are now shown as a reduction of long-term debt, instead of being presented as a separate asset on the Consolidated Balance Sheets. In the third quarter of 2015, the Company adopted ASU 2015-15 which allows entities to present deferred financing costs for line-of-credit arrangements as an asset. As of December 31, 2015, the Company classified deferred financing costs related to the Senior Secured Asset-Based Revolving Credit Facility as an asset, included within Other Assets on the Consolidated Balance Sheets. The Company retroactively adjusted the deferred financing costs and long term liability presented as of December 31, 2014 to align it to the current period presentation. There are no deferred financing costs related to the Kelway revolving credit facility. For additional information, see Note 2 (Recent Accounting Pronouncements). (2) As of December 31, 2014, the Company reported $1.3 million of unamortized premium on the Senior Notes due 2019 net of deferred financing costs of $4.4 million . |
Schedule of Long-term Debt Maturities | As of December 31, 2015 , the maturities of long-term debt are as follows: (in millions) Years ending December 31, 2016 $ 27.2 2017 92.0 2018 15.4 2019 15.4 2020 1,436.5 Thereafter 1,700.0 $ 3,286.5 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Income before income taxes was taxed under the following jurisdictions: Years Ended December 31, (in millions) 2015 2014 2013 Domestic $ 626.4 $ 366.6 $ 179.4 Foreign 20.6 21.1 16.1 Total $ 647.0 $ 387.7 $ 195.5 |
Schedule of Components of Income Tax Expense (Benefit) | Components of Income tax expense (benefit) consist of the following: Years Ended December 31, (in millions) 2015 2014 2013 Current: Federal $ 258.5 $ 206.8 $ 96.7 State 28.6 19.3 10.1 Foreign 10.1 5.8 4.6 Total current 297.2 231.9 111.4 Deferred: Domestic (48.5 ) (89.0 ) (48.6 ) Foreign (4.8 ) (0.1 ) (0.1 ) Total deferred (53.3 ) (89.1 ) (48.7 ) Income tax expense $ 243.9 $ 142.8 $ 62.7 |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation between the statutory tax rate expressed as a percentage of income before income taxes and the effective tax rate is as follows: Years Ended December 31, (dollars in millions) 2015 2014 2013 Statutory federal income tax rate $ 226.4 35.0 % $ 135.7 35.0 % $ 68.4 35.0 % State taxes, net of federal effect 16.5 2.6 6.5 1.6 (5.0 ) (2.6 ) Effect of rates different than statutory (1.9 ) (0.3 ) (1.9 ) (0.5 ) (1.4 ) (0.7 ) Foreign withholding tax 3.3 0.5 — — — — Effect of U.K. tax rate change on deferred taxes (4.0 ) (0.6 ) — — — — Other 3.6 0.5 2.5 0.7 0.7 0.4 Effective tax rate $ 243.9 37.7 % $ 142.8 36.8 % $ 62.7 32.1 % |
Schedule of Deferred Tax Assets and Liabilities | The tax effect of temporary differences that give rise to the net deferred income tax liability is presented below: December 31, (in millions) 2015 2014 Deferred tax assets: Deferred interest $ 25.0 $ 32.9 State net operating loss and credit carryforwards, net 14.1 18.8 Payroll and benefits 21.2 27.0 Rent 10.8 5.5 Accounts receivable 6.4 6.3 Equity compensation plans 17.0 6.5 Trade credits 1.5 1.5 Other 5.9 5.0 Total deferred tax assets 101.9 103.5 Deferred tax liabilities: Software and intangibles 411.0 425.3 Deferred income 87.3 116.2 Property and equipment 30.6 22.5 International investments 30.4 — Other 17.3 15.3 Total deferred tax liabilities 576.6 579.3 Deferred tax asset valuation allowance — — Net deferred tax liabilities $ 474.7 $ 475.8 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Shareholders' Equity [Abstract] | |
Secondary Offerings [Table Text Block] | The Company has completed the following secondary public offerings, whereby certain selling stockholders sold shares of common stock to the underwriters. The Company did not receive any proceeds from these sales of shares. Secondary Offering Shares Completion Date of Secondary Offering Overallotment Shares (1) Completion Date of Overallotment Shares Secondary Offering Expenses (in millions) 15,000,000 11/19/2013 2,250,000 12/18/2013 $ 0.6 10,000,000 3/12/2014 1,500,000 3/12/2014 $ 0.4 15,000,000 5/28/2014 2,250,000 6/4/2014 $ 0.5 15,000,000 9/8/2014 (2) — — $ 0.3 15,000,000 12/8/2014 2,250,000 12/8/2014 $ 0.2 10,000,000 5/22/2015 1,500,000 5/22/2015 $ 0.3 11,250,000 8/18/2015 1,687,500 8/18/2015 $ 0.2 8,000,000 11/30/2015 1,200,000 12/9/2015 $ 0.4 (1) Under each underwriting agreement, the selling stockholders granted the underwriters an option, exercisable for thirty days, to purchase up to the additional amount of shares noted. (2) The option to purchase additional shares was not exercised in connection with the September 2014 secondary offering. Share Repurchase Program On November 6, 2014, the Company announced that its Board of Directors approved a $500.0 million share repurchase program effective immediately under which the Company may repurchase shares of its common stock in the open market or through privately negotiated transactions, depending on share price, market conditions and other factors. The share repurchase program does not obligate the Company to repurchase any dollar amount or number of shares, and repurchases may be commenced or suspended from time to time without prior notice. |
IPO- and secondary-offering related expenses [Table Text Block] | The following pre-tax IPO-related expenses and secondary-offering-related expenses were included within Selling and administrative expenses in the Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013, respectively. Years Ended December 31, (in millions) 2015 2014 2013 Acceleration charge for certain equity awards and related employer payroll taxes (1) $ — $ — $ 40.7 RDU Plan cash retention pool accrual (2) — — 7.5 Management services agreement termination fee (3) — — 24.4 Other expenses (4) 0.9 1.4 2.4 IPO- and secondary-offering-related expenses $ 0.9 $ 1.4 $ 75.0 (1) For discussion of the impact of the IPO on the Company’s equity awards, see Note 11 (Equity-Based Compensation) . (2) For discussion of the RDU Plan, see Note 13 (Coworker Retirement and Other Compensation Benefits) . (3) Represents the payment of a termination fee to affiliates of Madison Dearborn and Providence Equity in connection with the termination of the management services agreement with such entities. (4) Other expenses include secondary-offering expenses of $0.9 million , $1.4 million and $0.6 million for the years ended December 31, 2015, 2014 and 2013, respectively. |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Arrangements with Employees and Nonemployees [Abstract] | |
Schedule Equity-Based Compensation Expense | Equity-based compensation expense, which is recorded in Selling and administrative expenses in the Consolidated Statements of Operations, for the years ended December 31, 2015, 2014 and 2013 is as follows: Years Ended December 31, (in millions) 2015 2014 2013 (1) Equity-based compensation expense $ 31.2 $ 16.4 $ 46.6 Income tax benefit (10.9 ) (5.1 ) (16.5 ) Equity-based compensation expense (net of tax) $ 20.3 $ 11.3 $ 30.1 (1) Includes pre-tax expense of $36.7 million related to the accelerated vesting of certain equity awards granted prior to the Company’s IPO. All unvested awards granted pursuant to the MPK Coworker Incentive Plan II (the “MPK Plan”) vested in connection with the IPO as discussed further below in the section labeled “MPK II Units.” |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The weighted-average assumptions used to value the stock options granted during the years ended December 31, 2015, 2014 and 2013 are as follows: Years Ended December 31, 2015 2014 2013 Grant date fair value $ 11.13 $ 7.23 $ 4.75 Volatility (1) 30.00 % 30.00 % 35.00 % Risk-free rate (2) 1.75 % 1.77 % 1.58 % Expected dividend yield 0.72 % 0.70 % 1.00 % Expected term (in years) (3) 6.0 6.0 5.4 (1) Based upon an assessment of the two-year, five-year and implied volatility for the Company’s selected peer group, adjusted for the Company’s leverage. (2) Based on a composite U.S. Treasury rate. (3) Calculated using the simplified method, which defines the expected term as the average of the option’s contractual term and the option’s weighted-average vesting period. The Company utilizes this method as it has limited historical stock option data that is sufficient to derive a reasonable estimate of the expected stock option term. |
Schedule of Stock Options Roll Forward | Stock option activity for the year ended December 31, 2015 is as follows: Options Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (millions) Outstanding at January 1, 2015 2,421,072 $ 20.75 Granted 936,865 37.82 Forfeited/Expired (59,554 ) 29.49 Exercised (1) (101,162 ) 21.11 Outstanding at December 31, 2015 3,197,221 $ 25.58 7.8 $ 52.6 Exercisable at December 31, 2015 1,146,008 $ 19.39 6.9 $ 26.0 Vested and expected to vest at December 31, 2015 2,018,385 $ 29.02 8.3 $ 26.3 (1) The total intrinsic value of stock options exercised during the years ended December 31, 2015, 2014 and 2013 was $1.9 million , $1.0 million and zero , respectively. |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | RSU activity for the year ended December 31, 2015 is as follows: Number of Units Weighted-Average Grant-Date Fair Value Nonvested at January 1, 2015 1,244,702 $ 17.19 Granted (1) 141,013 36.24 Vested (2) (32,181 ) 23.01 Forfeited (96,135 ) 17.01 Nonvested at December 31, 2015 1,257,399 $ 19.19 (1) The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2015, 2014 and 2013 is $36.24 , $24.29 and $17.03 , respectively. (2) The aggregate fair value of RSUs that vested during the years ended December 31, 2015, 2014 and 2013 is $0.7 million , $0.1 million and zero , respectively. |
Schedule of Share-based Payment Award, Equity Investments other than Options, Valuation Assumptions | The weighted-average assumptions and resulting fair value of the Class B Common Unit grants for the year ended December 31, 2013 are as follows: Year Ended December 31, 2013 Grant date fair value $ 119.00 Volatility (1) 65.50 % Risk-free rate (2) 0.18 % Expected dividend yield 0.00 % (1) Based upon an assessment of the two-year, five-year and implied volatility for the Company’s selected peer group, adjusted for the Company’s leverage. (2) Based on a composite U.S. Treasury rate. |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | A summary of pre-IPO equity plan activity for the year ended December 31, 2013 is as follows: Class B Common Units MPK Plan Units Outstanding at January 1, 2013 216,483 66,137 Granted 400 — Forfeited (860 ) (2,228 ) Converted/Settled (1) (216,023 ) (63,909 ) Outstanding at December 31, 2013 — — Vested at December 31, 2013 — — (1) As discussed above, the Class B Common Units and MPK Plan Units were converted/settled into shares of the Company’s common stock upon completion of the IPO. The converted Class B Common Units, to the extent unvested at the time of the IPO, relate to the grants of restricted stock disclosed above. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares | A reconciliation of basic weighted-average shares outstanding to diluted weighted-average shares outstanding is as follows: Years Ended December 31, (in millions) 2015 2014 2013 (1) Basic weighted-average shares outstanding 170.3 170.6 156.6 Effect of dilutive securities (2) 1.5 2.2 2.1 Diluted weighted-average shares outstanding (3) 171.8 172.8 158.7 (1) The 2013 basic weighted-average shares outstanding was impacted by common stock issued during the IPO and the underwriters’ exercise in full of the overallotment option granted to them in connection with the IPO. As the common stock was issued on July 2, 2013 and July 31, 2013, respectively, the shares are only partially reflected in the 2013 basic weighted-average shares outstanding. Such shares are fully reflected in the 2015 and 2014 basic weighted-average shares outstanding. For additional discussion of the IPO, see Note 10 (Stockholders’ Equity) . (2) The dilutive effect of outstanding stock options, restricted stock units, restricted stock, Coworker Stock Purchase Plan units and MPK Plan units is reflected in the diluted weighted-average shares outstanding using the treasury stock method. (3) There were 0.4 million potential common shares excluded from the diluted weighted-average shares outstanding for the year ended December 31, 2015 , and there was an insignificant amount of potential common shares excluded from the diluted weighted-average shares outstanding for the years ended December 31, 2014 and 2013 , as their inclusion would have had an anti-dilutive effect. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Revenue from External Customers by Products and Services [Table Text Block] | The following table presents net sales by major category for the years ended December 31, 2015, 2014 and 2013 . Categories are based upon internal classifications. Amounts for the years ended December 31, 2014 and 2013 have been reclassified for certain changes in individual product classifications to conform to the presentation for the year ended December 31, 2015 . Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 Dollars in Millions Percentage of Total Net Sales Dollars in Millions Percentage of Total Net Sales Dollars in Millions Percentage of Total Net Sales Notebooks/Mobile Devices $ 2,539.4 19.6 % $ 2,354.0 19.5 % $ 1,696.5 15.8 % Netcomm Products 1,914.9 14.7 1,613.3 13.4 1,482.7 13.8 Enterprise and Data Storage (Including Drives) 1,065.2 8.2 1,024.2 8.5 999.3 9.3 Other Hardware 4,756.4 36.6 4,551.1 37.6 4,184.1 38.8 Software 2,163.6 16.7 2,064.1 17.1 1,982.4 18.4 Services 478.0 3.7 371.9 3.1 332.7 3.1 Other (1) 71.2 0.5 95.9 0.8 90.9 0.8 Total Net sales $ 12,988.7 100.0 % $ 12,074.5 100.0 % $ 10,768.6 100.0 % (1) Includes items such as delivery charges to customers and certain commission revenue. |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Information regarding the Company’s segments for the years ended December 31, 2015, 2014 and 2013 is as follows: (in millions) Corporate Public Other Headquarters Total 2015: Net sales $ 6,816.4 $ 5,125.5 $ 1,046.8 $ — $ 12,988.7 Income (loss) from operations 470.1 343.3 43.1 (114.5 ) 742.0 Depreciation and amortization expense (96.0 ) (43.7 ) (24.4 ) (63.3 ) (227.4 ) 2014: Net sales $ 6,475.5 $ 4,879.4 $ 719.6 $ — $ 12,074.5 Income (loss) from operations 439.8 313.2 32.9 (112.9 ) 673.0 Depreciation and amortization expense (96.3 ) (43.8 ) (8.8 ) (59.0 ) (207.9 ) 2013: Net sales $ 5,960.1 $ 4,164.5 $ 644.0 $ — $ 10,768.6 Income (loss) from operations (1) 363.3 246.5 27.2 (128.4 ) 508.6 Depreciation and amortization expense (97.3 ) (44.0 ) (8.6 ) (58.3 ) (208.2 ) (1) Includes $75.0 million of IPO- and secondary-offering related expenses, as follows: Corporate $26.4 million ; Public $14.4 million ; Other $3.6 million ; and Headquarters $30.6 million . For additional information relating to the IPO- and secondary-offering, see Note 10 (Stockholders’ Equity) . |
Supplemental Guarantor Inform43
Supplemental Guarantor Information (Tables) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Supplemental Guarantor Information [Abstract] | |||
Schedule of Condensed Cash Flow Statement [Table Text Block] | Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2015 (in millions) Parent Guarantor Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Co-Issuer Consolidating Adjustments Consolidated Net cash (used in) provided by operating activities $ 0.5 $ (18.1 ) $ 350.0 $ 27.9 $ — $ (82.8 ) $ 277.5 Cash flows from investing activities: Capital expenditures — (75.4 ) (11.6 ) (3.1 ) — — (90.1 ) Acquisition of business, net of cash acquired — — — (263.8 ) — — (263.8 ) Premium payments on interest rate cap agreements — (0.5 ) — — — — (0.5 ) Net cash used in investing activities — (75.9 ) (11.6 ) (266.9 ) — — (354.4 ) Cash flows from financing activities: Proceeds from borrowings under revolving credit facility — 314.5 — — — — 314.5 Repayments of borrowings under revolving credit facility — (314.5 ) — — — — (314.5 ) Repayments of long-term debt — (15.4 ) — (17.4 ) — — (32.8 ) Proceeds from issuance of long-term debt — 525.0 — — — — 525.0 Payments to extinguish long-term debt — (525.3 ) — — — — (525.3 ) Payment of debt financing costs — (6.8 ) — — — — (6.8 ) Net change in accounts payable-inventory financing — — 96.1 (0.2 ) — — 95.9 Proceeds from stock option exercises — 2.4 — — — — 2.4 Proceeds from Coworker stock purchase plan — 8.7 — — — — 8.7 Repurchases of common stock (241.3 ) — — — — — (241.3 ) Dividends paid (52.9 ) — — — — — (52.9 ) Excess tax benefits from equity-based compensation — 0.6 — — — — 0.6 Advances to/from affiliates 293.7 (196.5 ) (434.5 ) 267.4 — 69.9 — Net cash provided by (used in) financing activities (0.5 ) (207.3 ) (338.4 ) 249.8 — 69.9 (226.5 ) Effect of exchange rate changes on cash and cash equivalents — — — (3.5 ) — — (3.5 ) Net increase (decrease) in cash and cash equivalents — (301.3 ) — 7.3 — (12.9 ) (306.9 ) Cash and cash equivalents – beginning of period — 346.4 — 24.6 — (26.5 ) 344.5 Cash and cash equivalents – end of period $ — $ 45.1 $ — $ 31.9 $ — $ (39.4 ) $ 37.6 | Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2014 (in millions) Parent Subsidiary Guarantor Non-Guarantor Co-Issuer Consolidating Consolidated Net cash (used in) provided by operating activities $ — $ (120.4 ) $ 547.7 $ 11.8 $ — $ (4.1 ) $ 435.0 Cash flows from investing activities: Capital expenditures — (47.9 ) (7.1 ) — — — (55.0 ) Payment for equity investments — (86.8 ) — — — — (86.8 ) Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II — (20.9 ) — — — — (20.9 ) Premium Payments on interest rate cap agreements — (2.1 ) — — — — (2.1 ) Net cash used in investing activities — (157.7 ) (7.1 ) — — — (164.8 ) Cash flows from financing activities: Repayments of long-term debt — (15.4 ) — — — — (15.4 ) Proceeds from issuance of long-term debt — 1,175.0 — — — — 1,175.0 Payments to extinguish long-term debt — (1,299.0 ) — — — — (1,299.0 ) Payment of debt financing costs — (21.9 ) — — — — (21.9 ) Net change in accounts payable-inventory financing — — 75.5 — — — 75.5 Proceeds from stock option exercises — 1.3 — — — — 1.3 Proceeds from Coworker stock purchase plan — 5.8 — — — — 5.8 Dividends paid (33.6 ) — — — — — (33.6 ) Excess tax benefits from equity-based compensation — 0.3 — — — — 0.3 Advances to/from affiliates 33.6 581.9 (616.1 ) 0.6 — — — Net cash provided by (used in) financing activities — 428.0 (540.6 ) 0.6 — — (112.0 ) Effect of exchange rate changes on cash and cash equivalents — — — (1.8 ) — — (1.8 ) Net increase (decrease) in cash and cash equivalents — 149.9 — 10.6 — (4.1 ) 156.4 Cash and cash equivalents – beginning of period — 196.5 — 14.0 — (22.4 ) 188.1 Cash and cash equivalents – end of period $ — $ 346.4 $ — $ 24.6 $ — $ (26.5 ) $ 344.5 | Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2013 (in millions) Parent Subsidiary Guarantor Non-Guarantor Co-Issuer Consolidating Consolidated Net cash (used in) provided by operating activities $ (15.2 ) $ (130.3 ) $ 508.8 $ 5.5 $ — $ (2.5 ) $ 366.3 Cash flows from investing activities: Capital expenditures — (40.8 ) (6.2 ) (0.1 ) — — (47.1 ) Net cash used in investing activities — (40.8 ) (6.2 ) (0.1 ) — — (47.1 ) Cash flows from financing activities: Proceeds from borrowings under revolving credit facility — 63.0 — — — — 63.0 Repayments of borrowings under revolving credit facility — (63.0 ) — — — — (63.0 ) Repayments of long-term debt — (51.1 ) — — — — (51.1 ) Proceeds from issuance of long-term debt — 1,535.2 — — — — 1,535.2 Payments to extinguish long-term debt — (2,047.4 ) — — — — (2,047.4 ) Payment of debt financing costs — (6.1 ) — — — — (6.1 ) Net change in accounts payable-inventory financing — — 7.4 — — — 7.4 Payment of incentive compensation plan withholding taxes — (4.0 ) (19.6 ) (0.5 ) — — (24.1 ) Proceeds from issuance of common stock 424.7 — — — — — 424.7 Dividends paid (7.3 ) — — — — — (7.3 ) Advances to/from affiliates (402.2 ) 892.6 (490.4 ) — — — — Other financing activities — 0.4 — — — — 0.4 Net cash provided by (used in) financing activities 15.2 319.6 (502.6 ) (0.5 ) — — (168.3 ) Effect of exchange rate changes on cash and cash equivalents — — — (0.7 ) — — (0.7 ) Net increase (decrease) in cash and cash equivalents — 148.5 — 4.2 — (2.5 ) 150.2 Cash and cash equivalents – beginning of period — 48.0 — 9.8 — (19.9 ) 37.9 Cash and cash equivalents – end of period $ — $ 196.5 $ — $ 14.0 $ — $ (22.4 ) $ 188.1 |
Schedule of Condensed Comprehensive Income (Loss) [Table Text Block] | Condensed Consolidating Statement of Comprehensive Income Year Ended December 31, 2015 (in millions) Parent Guarantor Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Co-Issuer Consolidating Adjustments Consolidated Comprehensive income $ 358.6 $ 358.6 $ 525.2 $ 34.1 $ — $ (917.9 ) $ 358.6 | Condensed Consolidating Statement of Comprehensive Income Year Ended December 31, 2014 (in millions) Parent Guarantor Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary Co-Issuer Consolidating Adjustments Consolidated Comprehensive income $ 234.6 $ 234.6 $ 484.6 $ 5.1 $ — $ (724.3 ) $ 234.6 | Condensed Consolidating Statement of Comprehensive Income Year Ended December 31, 2013 (in millions) Parent Guarantor Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary Co-Issuer Consolidating Adjustments Consolidated Comprehensive income $ 126.1 $ 141.3 $ 409.0 $ 4.8 $ — $ (555.1 ) $ 126.1 |
Schedule of Condensed Balance Sheet [Table Text Block] | Condensed Consolidating Balance Sheet December 31, 2015 (in millions) Parent Guarantor Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Co-Issuer Consolidating Adjustments Consolidated Assets Current assets: Cash and cash equivalents $ — $ 45.1 $ — $ 31.9 $ — $ (39.4 ) $ 37.6 Accounts receivable, net — — 1,788.6 228.8 — — 2,017.4 Merchandise inventory — — 340.3 52.8 — — 393.1 Miscellaneous receivables — 83.7 90.1 24.6 — — 198.4 Prepaid expenses and other — 13.0 50.4 84.0 — (3.1 ) 144.3 Total current assets — 141.8 2,269.4 422.1 — (42.5 ) 2,790.8 Property and equipment, net — 110.0 54.1 11.3 — — 175.4 Equity investments — — — — — — — Goodwill — 751.8 1,439.0 309.6 — — 2,500.4 Other intangible assets, net — 306.0 704.9 265.5 — — 1,276.4 Other assets 3.8 17.3 263.0 3.0 — (274.8 ) 12.3 Investment in and advances to subsidiaries 1,092.1 3,302.0 — — — (4,394.1 ) — Total assets $ 1,095.9 $ 4,628.9 $ 4,730.4 $ 1,011.5 $ — $ (4,711.4 ) $ 6,755.3 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable-trade $ — $ 31.0 $ 727.4 $ 147.5 $ — $ (39.4 ) $ 866.5 Accounts payable-inventory financing — — 428.4 11.4 — (0.2 ) 439.6 Current maturities of long-term debt — 15.4 — 11.8 — — 27.2 Deferred revenue — — 77.4 74.5 — — 151.9 Accrued expenses — 156.0 190.9 58.6 — (3.4 ) 402.1 Total current liabilities — 202.4 1,424.1 303.8 — (43.0 ) 1,887.3 Long-term liabilities: Debt — 3,156.5 — 76.0 — — 3,232.5 Deferred income taxes — 117.3 272.8 83.4 — (3.9 ) 469.6 Other liabilities — 60.7 2.9 276.8 — (270.4 ) 70.0 Total long-term liabilities — 3,334.5 275.7 436.2 — (274.3 ) 3,772.1 Total stockholders’ equity 1,095.9 1,092.0 3,030.6 271.5 — (4,394.1 ) 1,095.9 Total liabilities and stockholders’ equity $ 1,095.9 $ 4,628.9 $ 4,730.4 $ 1,011.5 $ — $ (4,711.4 ) $ 6,755.3 | Condensed Consolidating Balance Sheet December 31, 2014 (in millions) Parent Guarantor Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary Co-Issuer Consolidating Adjustments Consolidated Assets Current assets: Cash and cash equivalents $ — $ 346.4 $ — $ 24.6 $ — $ (26.5 ) $ 344.5 Accounts receivable, net — — 1,479.1 82.0 — — 1,561.1 Merchandise inventory — — 333.9 3.6 — — 337.5 Miscellaneous receivables — 56.1 93.3 6.2 — — 155.6 Prepaid expenses and other — 11.0 46.0 1.5 — (3.8 ) 54.7 Total current assets — 413.5 1,952.3 117.9 — (30.3 ) 2,453.4 Property and equipment, net — 80.5 55.5 1.2 — — 137.2 Equity investments — 86.7 — — — — 86.7 Goodwill — 751.8 1,439.0 26.8 — — 2,217.6 Other intangible assets, net — 320.0 843.6 5.2 — — 1,168.8 Other assets 4.3 12.2 0.4 1.4 — (6.1 ) 12.2 Investment in and advances to subsidiaries 932.2 2,784.5 — — — (3,716.7 ) — Total assets $ 936.5 $ 4,449.2 $ 4,290.8 $ 152.5 $ — $ (3,753.1 ) $ 6,075.9 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable-trade $ — $ 23.9 $ 671.9 $ 34.7 $ — $ (26.5 ) $ 704.0 Accounts payable-inventory financing — — 332.1 — — — 332.1 Current maturities of long-term debt — 15.4 — — — — 15.4 Deferred revenue — — 79.9 1.4 — — 81.3 Accrued expenses — 137.8 193.6 7.9 — (4.1 ) 335.2 Total current liabilities — 177.1 1,277.5 44.0 — (30.6 ) 1,468.0 Long-term liabilities: Debt — 3,150.6 — — — — 3,150.6 Deferred income taxes — 146.7 331.3 1.3 — (4.3 ) 475.0 Other liabilities — 42.6 3.7 1.0 — (1.5 ) 45.8 Total long-term liabilities — 3,339.9 335.0 2.3 — (5.8 ) 3,671.4 Total stockholders’ equity 936.5 932.2 2,678.3 106.2 — (3,716.7 ) 936.5 Total liabilities and stockholders’ equity $ 936.5 $ 4,449.2 $ 4,290.8 $ 152.5 $ — $ (3,753.1 ) $ 6,075.9 | |
Schedule of Condensed Income Statement [Table Text Block] | Consolidating Statement of Operations Year Ended December 31, 2015 (in millions) Parent Guarantor Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiaries Co-Issuer Consolidating Adjustments Consolidated Net sales $ — $ — $ 12,151.2 $ 837.5 $ — $ — $ 12,988.7 Cost of sales — — 10,158.6 714.3 — — 10,872.9 Gross profit — — 1,992.6 123.2 — — 2,115.8 Selling and administrative expenses — 114.5 1,020.9 90.6 — — 1,226.0 Advertising expense — — 143.2 4.6 — — 147.8 Income (loss) from operations — (114.5 ) 828.5 28.0 — — 742.0 Interest (expense) income, net — (158.3 ) 2.3 (3.5 ) — — (159.5 ) Net loss on extinguishments of long-term debt — (24.3 ) — — — — (24.3 ) Management fee — 4.2 — (4.2 ) — — — Gain on remeasurement of equity investment — — — 98.1 — — 98.1 Other income (expense), net — (11.1 ) 1.6 0.2 — — (9.3 ) Income (loss) before income taxes — (304.0 ) 832.4 118.6 — — 647.0 Income tax benefit (expense) — 103.3 (307.2 ) (40.0 ) — — (243.9 ) Income (loss) before equity in earnings of subsidiaries — (200.7 ) 525.2 78.6 — — 403.1 Equity in earnings of subsidiaries 403.1 603.8 — — — (1,006.9 ) — Net income $ 403.1 $ 403.1 $ 525.2 $ 78.6 $ — $ (1,006.9 ) $ 403.1 | Consolidating Statement of Operations Year Ended December 31, 2014 (in millions) Parent Guarantor Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary Co-Issuer Consolidating Adjustments Consolidated Net sales $ — $ — $ 11,542.3 $ 532.2 $ — $ — $ 12,074.5 Cost of sales — — 9,684.9 468.3 — — 10,153.2 Gross profit — — 1,857.4 63.9 — — 1,921.3 Selling and administrative expenses — 112.8 962.3 35.2 — — 1,110.3 Advertising expense — — 134.0 4.0 — — 138.0 (Loss) income from operations — (112.8 ) 761.1 24.7 — — 673.0 Interest (expense) income, net — (197.7 ) 0.1 0.3 — — (197.3 ) Net loss on extinguishments of long-term debt — (90.7 ) — — — — (90.7 ) Management fee — 3.9 — (3.9 ) — — — Other (expense) income, net — 1.2 1.5 — — — 2.7 (Loss) income before income taxes — (396.1 ) 762.7 21.1 — — 387.7 Income tax benefit (expense) — 141.0 (278.1 ) (5.7 ) — — (142.8 ) (Loss) income before equity in earnings of subsidiaries — (255.1 ) 484.6 15.4 — — 244.9 Equity in earnings of subsidiaries 244.9 500.0 — — — (744.9 ) — Net income $ 244.9 $ 244.9 $ 484.6 $ 15.4 $ — $ (744.9 ) $ 244.9 | Consolidating Statement of Operations Year Ended December 31, 2013 (in millions) Parent Guarantor Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary Co-Issuer Consolidating Adjustments Consolidated Net sales $ — $ — $ 10,293.3 $ 475.3 $ — $ — $ 10,768.6 Cost of sales — — 8,592.1 416.2 — — 9,008.3 Gross profit — — 1,701.2 59.1 — — 1,760.3 Selling and administrative expenses 24.4 103.9 957.3 35.3 — — 1,120.9 Advertising expense — — 126.8 4.0 — — 130.8 (Loss) income from operations (24.4 ) (103.9 ) 617.1 19.8 — — 508.6 Interest (expense) income, net — (250.6 ) 0.2 0.3 — — (250.1 ) Net loss on extinguishments of long-term debt — (64.0 ) — — — — (64.0 ) Management fee — 4.3 — (4.3 ) — — — Other income (expense), net — (0.5 ) 1.2 0.3 — — 1.0 (Loss) income before income taxes (24.4 ) (414.7 ) 618.5 16.1 — — 195.5 Income tax benefit (expense) 9.2 142.2 (209.5 ) (4.6 ) — — (62.7 ) (Loss) income before equity in earnings of subsidiaries (15.2 ) (272.5 ) 409.0 11.5 — — 132.8 Equity in earnings of subsidiaries 148.0 420.5 — — — (568.5 ) — Net income $ 132.8 $ 148.0 $ 409.0 $ 11.5 $ — $ (568.5 ) $ 132.8 |
Description Of Business And S44
Description Of Business And Summary Of Significant Accounting Policies Description of Business (Details) - Kelway TopCo Limited [Member] | Aug. 01, 2015 |
Business Acquisition [Line Items] | |
Business Acquisition, Percentage of Voting Interests Acquired | 65.00% |
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 35.00% |
Business Combination, Step Acquisition, Equity Interest in Acquiree, Including Subsequent Acquisition, Percentage | 100.00% |
Description Of Business And S45
Description Of Business And Summary Of Significant Accounting Policies Property Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Asset Retirement Obligation | $ 1.8 | $ 0.5 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 5 to 10 years | |
Building and Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 4 to 25 years | |
Computer and Data Processing Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 3 to 5 years | |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 3 to 5 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 4 to 10 years |
Description Of Business And S46
Description Of Business And Summary Of Significant Accounting Policies Goodwill and Other Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |
Goodwill Impairment Test, Income Approach Weight | 75.00% |
Goodwill Impairment Test, Market Approach Weight | 25.00% |
Years Forecasted in Goodwill Impairment Income Approach | 6 |
Long-Term Consolidated Annual Growth Rate | 3.50% |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite Lived Intangible Assets, Estimated Useful Lives | 3 to 14 years |
Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite Lived Intangible Assets, Estimated Useful Lives | generally 20 years |
Internally Developed Software [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite Lived Intangible Assets, Estimated Useful Lives | 2 to 5 years |
Other Intangible Assets [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite Lived Intangible Assets, Estimated Useful Lives | 1 to 10 years |
Description Of Business And S47
Description Of Business And Summary Of Significant Accounting Policies Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Stockholders' Equity Attributable to Parent | $ 1,095.9 | $ 936.5 | $ 711.7 | $ 136.5 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (61.1) | (16.6) | (6.3) | |
Accumulated Other Comprehensive Income (Loss) [Member] | ||||
Stockholders' Equity Attributable to Parent | $ (61.1) | $ (16.6) | $ (6.3) | $ 0.4 |
Recent Accounting Pronounceme48
Recent Accounting Pronouncements (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred financing costs, net | $ (26.4) | |
Other assets | $ 12.3 | 12.2 |
Long-term debt | $ (3,232.5) | (3,150.6) |
Adjustments for New Accounting Pronouncement [Member] | Scenario, Previously Reported [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other assets | 3.2 | |
Long-term debt | (3,174.6) | |
Deferred financing costs, net [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred financing costs, net | 0 | |
Deferred financing costs, net [Member] | Adjustments for New Accounting Pronouncement [Member] | Scenario, Previously Reported [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred financing costs, net | $ 33 |
Acquisition (Details)
Acquisition (Details) - USD ($) $ in Millions | Aug. 01, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||
Goodwill, Acquired During Period | $ 305.2 | |
Kelway TopCo Limited [Member] | ||
Business Acquisition [Line Items] | ||
Goodwill, Acquired During Period | $ 305.2 | |
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 0 | |
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 35.00% | |
Business Combination, Acquisition Related Costs | $ 5.8 | |
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 350.7 | |
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 8.6 |
Acquisition Ownership Acquired
Acquisition Ownership Acquired (Details) - Kelway TopCo Limited [Member] | Aug. 01, 2015 |
Business Acquisition [Line Items] | |
Business Acquisition, Percentage of Voting Interests Acquired | 65.00% |
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 35.00% |
Business Combination, Step Acquisition, Equity Interest in Acquiree, Including Subsequent Acquisition, Percentage | 100.00% |
Acquisition Fair Value of Consi
Acquisition Fair Value of Consideration Transferred (Details) - Kelway TopCo Limited [Member] $ in Millions | Aug. 01, 2015USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 291.6 |
Fair value of CDW common stock | 33.2 |
Fair value of previously held equity investment on the date of acquisition | 174.9 |
Total consideration | $ 499.7 |
Acquisition Fair Value of Con52
Acquisition Fair Value of Consideration Transferred Footnotes (Details) - USD ($) shares in Millions, $ in Millions | Aug. 01, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | ||||
Gain on remeasurement of equity investment | $ 98.1 | $ 0 | $ 0 | |
Kelway TopCo Limited [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1.6 | |||
Restriction period for common shares issued | 3 years | |||
Weighted-average service period of options issued by one of the sellers to certain coworkers over shares of the seller's common stock received as part of consideration from acquisition | 3 years 2 months 12 days | |||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 35.00% | |||
Gain on remeasurement of equity investment | $ 98.1 |
Acquisition Fair Value of Recog
Acquisition Fair Value of Recognized Assets and Liabilities Assumed (Details) - USD ($) $ in Millions | Aug. 01, 2015 | Dec. 31, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 305.2 | ||
Kelway TopCo Limited [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill, Purchase Accounting Adjustments | $ (8.6) | ||
Cash | $ 27.8 | ||
Accounts receivable | 135.7 | ||
Merchandise Inventory | 27.1 | ||
Property and equipment, net | 11.4 | ||
Identified intangible assets | 289.8 | ||
Other assets | 53.5 | ||
Total assets acquired | 545.3 | ||
Accounts payable | (86.1) | ||
Deferred revenue | (57.2) | ||
Other liabilities | (40.7) | ||
Deferred tax liabilities | (55.3) | ||
Debt | (111.5) | ||
Total liabilities assumed | (350.8) | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 194.5 | ||
Goodwill | 305.2 | ||
Total purchase price | $ 499.7 |
Acquisition Acquired Intangible
Acquisition Acquired Intangible Assets (Details) - Kelway TopCo Limited [Member] $ in Millions | Aug. 01, 2015USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 289.8 |
Customer Relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 260.8 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 13 years |
Customer Contracts [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 25.9 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years |
Developed Technology Rights [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 1.7 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years |
Trade Names [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 1.4 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year |
Acquisition Pro Forma Informati
Acquisition Pro Forma Information (Details) - Kelway TopCo Limited [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Pro Forma Information [Line Items] | ||
Business Acquisition, Pro Forma Revenue | $ 13,507.6 | $ 12,933.1 |
Business Acquisition, Pro Forma Net Income (Loss) | $ 363.7 | $ 243.1 |
Property And Equipment (Details
Property And Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Land | $ 27.7 | $ 27.7 | |
Machinery and equipment | 56.8 | 54.3 | |
Building and leasehold improvements | 126.7 | 105.1 | |
Computer and data processing equipment | 99.6 | 65.6 | |
Capitalized Computer Software, Gross | 10.3 | 10.6 | |
Furniture and fixtures | 29.4 | 21.7 | |
Construction in progress | 23.9 | 24.7 | |
Total property and equipment | 374.4 | 309.7 | |
Less accumulated depreciation | 199 | 172.5 | |
Net property and equipment | 175.4 | 137.2 | |
Property, Plant and Equipment, Disposals | 22.8 | 32 | $ 7.9 |
Pre-tax loss | 0.2 | 0.1 | 0 |
Depreciation expense | $ 28.6 | $ 25.8 | $ 27.2 |
Schedule of Goodwill by Segment
Schedule of Goodwill by Segment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill [Roll Forward] | |||
Goodwill, Gross | $ 4,171.4 | $ 4,174.1 | |
Translation adjustment | (22.4) | (2.7) | |
Goodwill, Acquired During Period | 305.2 | ||
Period Increase (Decrease) | 282.8 | (2.7) | |
Goodwill, Gross | 4,454.2 | 4,171.4 | $ 4,174.1 |
Accumulated impairment charges | (1,953.8) | (1,953.8) | (1,953.8) |
Goodwill | 2,500.4 | 2,217.6 | 2,220.3 |
Goodwill, Impairment Loss | 0 | 0 | 0 |
Corporate [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill, Gross | 2,803.2 | 2,803.2 | |
Translation adjustment | 0 | 0 | |
Goodwill, Acquired During Period | 0 | ||
Period Increase (Decrease) | 0 | 0 | |
Goodwill, Gross | 2,803.2 | 2,803.2 | 2,803.2 |
Accumulated impairment charges | (1,571.4) | (1,571.4) | (1,571.4) |
Goodwill | 1,231.8 | 1,231.8 | 1,231.8 |
Public [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill, Gross | 1,265.4 | 1,265.4 | |
Translation adjustment | 0 | 0 | |
Goodwill, Acquired During Period | 0 | ||
Period Increase (Decrease) | 0 | 0 | |
Goodwill, Gross | 1,265.4 | 1,265.4 | 1,265.4 |
Accumulated impairment charges | (354.1) | (354.1) | (354.1) |
Goodwill | 911.3 | 911.3 | 911.3 |
Other [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill, Gross | 102.8 | 105.5 | |
Translation adjustment | (22.4) | (2.7) | |
Goodwill, Acquired During Period | 305.2 | ||
Period Increase (Decrease) | 282.8 | (2.7) | |
Goodwill, Gross | 385.6 | 102.8 | 105.5 |
Accumulated impairment charges | (28.3) | (28.3) | (28.3) |
Goodwill | $ 357.3 | $ 74.5 | $ 77.2 |
Intangible Assets by Asset Type
Intangible Assets by Asset Type (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,692.9 | $ 2,394 |
Accumulated Amortization | 1,416.5 | 1,225.2 |
Net Carrying Amount | 1,276.4 | 1,168.8 |
Customer Relationships and Contracts [Member] | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,128.3 | |
Accumulated Amortization | 1,162 | |
Net Carrying Amount | 966.3 | |
Customer Relationships [Member] | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,859.7 | |
Accumulated Amortization | 1,012.1 | |
Net Carrying Amount | 847.6 | |
Trade Names [Member] | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 422.3 | 421 |
Accumulated Amortization | 173.9 | 152 |
Net Carrying Amount | 248.4 | 269 |
Internally Developed Software [Member] | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 136.5 | 110.1 |
Accumulated Amortization | 77.7 | 58.9 |
Net Carrying Amount | 58.8 | 51.2 |
Disposal of Fully Amortized Definite-Lived Intangible Assets | 6.1 | 41.7 |
Other Intangible Assets [Member] | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5.8 | 3.2 |
Accumulated Amortization | 2.9 | 2.2 |
Net Carrying Amount | $ 2.9 | $ 1 |
Amortization of Intangible Asse
Amortization of Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of Intangible Assets | $ 198.8 | $ 182.1 | $ 181 |
Amortization Expense 2016 | 213.7 | ||
Amortization Expense 2017 | 207.1 | ||
Amortization Expense 2018 | 191.3 | ||
Amortization Expense 2019 | 178 | ||
Amortization Expense 2020 | $ 157.3 |
Inventory Financing Agreement60
Inventory Financing Agreements (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory Financing Agreements [Line Items] | ||
Accounts Payable Inventory Financing | $ 439.6 | $ 332.1 |
Accounts Payable, Inventory Financing [Member] | ||
Inventory Financing Agreements [Line Items] | ||
Revolving Loan financing agreement | 427 | 330.1 |
Other inventory financing agreements | 12.6 | 2 |
Accounts Payable Inventory Financing | 439.6 | $ 332.1 |
Accounts Payable, Inventory Financing Collateralized [Member] | ||
Inventory Financing Agreements [Line Items] | ||
Other inventory financing agreements | 1.2 | |
Previous Revolving Credit Facility [Member] | Accounts Payable, Inventory Financing [Member] | ||
Inventory Financing Agreements [Line Items] | ||
Floorplan sub-facility | $ 400 |
Lease Commitments Operating Lea
Lease Commitments Operating Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Leases [Abstract] | |||
2,016 | $ 22.5 | ||
2,017 | 22.1 | ||
2,018 | 19.6 | ||
2,019 | 19 | ||
2,020 | 18.1 | ||
Thereafter | 41.9 | ||
Total future minimum lease payments | 143.2 | ||
Operating Leases, Rent Expense, Net | $ 24.7 | $ 21.4 | $ 20.7 |
Long-Term Debt Debt Balances an
Long-Term Debt Debt Balances and Interest Rates (Details) ÂŁ in Millions, $ in Millions | Dec. 31, 2015USD ($) | Dec. 31, 2015GBP (ÂŁ) | Aug. 01, 2015USD ($) | Aug. 01, 2015GBP (ÂŁ) | Mar. 03, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 01, 2014USD ($) | Aug. 05, 2014USD ($) | Jun. 06, 2014USD ($) | Jul. 31, 2013USD ($) |
Debt Instrument [Line Items] | ||||||||||
Debt, long-term and short-term | $ 3,259.3 | $ 3,177 | ||||||||
Deferred Finance Costs, Noncurrent, Net | (26.4) | |||||||||
Long-term Debt, Excluding Current Maturities, Net of Deferred Financing Costs, Discount, or Premium | 3,232.5 | 3,150.6 | ||||||||
Long-Term Debt, Current Maturities, Net of Deferred Financing Costs, Discount, or Premium | (27.2) | (15.4) | ||||||||
Deferred Finance Costs, Net | (26.8) | (26.4) | ||||||||
Long-Term Debt, Net of Deferred Financing Costs, Discount, or Premium | 3,259.7 | 3,166 | ||||||||
Debt, total long-term and short-term | 3,286.5 | 3,192.4 | ||||||||
Long-term Debt, Current Maturities, Gross | (27.2) | (15.4) | ||||||||
Deferred Finance Costs, Current, Net | 0 | 0 | ||||||||
Current maturities of long-term debt | $ (27.2) | $ (15.4) | ||||||||
Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Weighted Average Interest Rate | 0.00% | 0.00% | 0.00% | |||||||
Debt, long-term and short-term | $ 0 | $ 0 | ||||||||
Deferred Finance Costs, Net | 0 | 0 | $ 6.4 | |||||||
Long-Term Debt, Net of Deferred Financing Costs, Discount, or Premium | $ 0 | $ 0 | ||||||||
Kelway Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Weighted Average Interest Rate | 0.00% | 0.00% | ||||||||
Debt, long-term and short-term | $ 0 | |||||||||
Deferred Finance Costs, Net | 0 | |||||||||
Long-Term Debt, Net of Deferred Financing Costs, Discount, or Premium | $ 0 | |||||||||
Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Weighted Average Interest Rate | 3.25% | 3.25% | 3.25% | |||||||
Debt, long-term and short-term | $ 1,498.1 | $ 1,513.5 | ||||||||
Deferred Finance Costs, Net | (6.7) | (8.3) | $ 6.1 | |||||||
Long-Term Debt, Net of Deferred Financing Costs, Discount, or Premium | $ 1,491.4 | $ 1,505.2 | ||||||||
Kelway Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Weighted Average Interest Rate | 1.98% | 1.98% | ||||||||
Debt, long-term and short-term | $ 88.4 | ÂŁ 60 | $ 100 | ÂŁ 64 | ||||||
Deferred Finance Costs, Net | (0.6) | |||||||||
Long-Term Debt, Net of Deferred Financing Costs, Discount, or Premium | 87.8 | |||||||||
Senior notes due 2019 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Weighted Average Interest Rate | 8.50% | |||||||||
Debt, long-term and short-term | $ 0 | $ 503.9 | ||||||||
Deferred Finance Costs, Net and Unamortized Premium | (3.1) | |||||||||
Deferred Finance Costs, Net | 4.4 | |||||||||
Long-Term Debt, Net of Deferred Financing Costs, Discount, or Premium | 500.8 | |||||||||
Premium, Unamortized | $ 1.3 | |||||||||
Senior Notes due 2022 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Weighted Average Interest Rate | 6.00% | 6.00% | 6.00% | |||||||
Debt, long-term and short-term | $ 600 | $ 600 | ||||||||
Deferred Finance Costs, Net | (6.6) | (7.6) | $ 8 | |||||||
Long-Term Debt, Net of Deferred Financing Costs, Discount, or Premium | $ 593.4 | $ 592.4 | ||||||||
Senior Notes due 2023 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Weighted Average Interest Rate | 5.00% | 5.00% | ||||||||
Debt, long-term and short-term | $ 525 | |||||||||
Deferred Finance Costs, Net | (6.2) | $ 6.8 | ||||||||
Long-Term Debt, Net of Deferred Financing Costs, Discount, or Premium | $ 518.8 | |||||||||
Senior Notes due 2024 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Weighted Average Interest Rate | 5.50% | 5.50% | 5.50% | |||||||
Debt, long-term and short-term | $ 575 | $ 575 | ||||||||
Deferred Finance Costs, Net | (6.7) | (7.4) | $ 7.5 | |||||||
Long-Term Debt, Net of Deferred Financing Costs, Discount, or Premium | 568.3 | 567.6 | ||||||||
Long-term Debt [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Deferred Finance Costs, Noncurrent, Net | $ (26.8) | |||||||||
LIBOR [Member] | Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Weighted Average Interest Rate | 3.25% | 3.25% | ||||||||
Reported Value Measurement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, total long-term and short-term | $ 3,286.5 | $ 3,192.4 |
Long-Term Debt Revolving Loan (
Long-Term Debt Revolving Loan (Details) ÂŁ in Millions | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2015GBP (ÂŁ) | Jun. 06, 2014USD ($) | |
Debt Instrument [Line Items] | ||||||
Payments for Derivative Instrument, Investing Activities | $ 500,000 | $ 2,100,000 | $ 0 | |||
Gains (Losses) on Extinguishment of Debt | 24,300,000 | 90,700,000 | $ 64,000,000 | |||
Deferred Finance Costs, Net | (26,800,000) | (26,400,000) | ||||
Net Income free of restrictions under credit agreements | 679,700,000 | |||||
Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,250,000,000 | |||||
Line of Credit Facility, Fee on Unused Portion, Basis Points | 25 | 25 | ||||
Gains (Losses) on Extinguishment of Debt | $ (400,000) | |||||
Deferred Finance Costs, Net | $ 0 | 0 | $ 6,400,000 | |||
Amount owed under Revolving loan financing agreement | $ 404,900,000 | |||||
Variable Interest Rate Margin, ABR Determination, Basis Point Plus Federal Funds Effective Rate | 50 | 50 | ||||
Variable Interest Rate Margin, ABR Determination, Percentage Plus LIBOR | 1.00% | 1.00% | ||||
Potential Margin Reduction | 0.25% | 0.25% | ||||
Line of Credit Facility, Borrowing Base | $ 1,423,100,000 | |||||
Line of Credit Facility, Remaining Borrowing Capacity | 843,100,000 | |||||
Line Of Credit Facility, Maximum Aggregate Increase | $ 300,000,000 | |||||
Revolving Loan Maturity Acceleration Provision, Days Prior to Maturity | 45 days | |||||
Revolving Loan Maturity Acceleration Provision, Excess Cash Availability Limit, Amount Plus Maturing Debt | $ 150,000,000 | |||||
Minimum Liquidity Condition, Cash Availability | $ 125,000,000 | |||||
Cash Availability, Percentage of Borrowing Base | 10.00% | 10.00% | ||||
Minimum Liquidity Condition, Amount | $ 100,000,000 | |||||
Kelway Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Letters of Credit Outstanding, Amount | 2,100,000 | |||||
Deferred Finance Costs, Net | 0 | |||||
Line of Credit Facility, Remaining Borrowing Capacity | 73,700,000 | ÂŁ 50 | ||||
Previous Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 900,000,000 | |||||
Line Of Credit Facility, Maximum Aggregate Increase | $ 200,000,000 | |||||
Minimum [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Fixed Charge Coverage Ratio | 1 | 1 | ||||
Maximum [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Fixed Charge Coverage Ratio | 1 | 1 | ||||
Higher Utilization [Member] | Previous Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Fee on Unused Portion, Basis Points | 37.5 | 37.5 | ||||
Lower Utilization [Member] | Previous Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Fee on Unused Portion, Basis Points | 50 | 50 | ||||
LIBOR [Member] | Minimum [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Variable Interest Rate Margin | 1.50% | 1.50% | ||||
LIBOR [Member] | Maximum [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Variable Interest Rate Margin | 2.00% | 2.00% | ||||
ABR [Member] | Minimum [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Variable Interest Rate Margin | 0.50% | 0.50% | ||||
ABR [Member] | Maximum [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Variable Interest Rate Margin | 1.00% | 1.00% | ||||
Accounts Payable, Inventory Financing [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Revolving Loan financing agreement | $ 427,000,000 | 330,100,000 | ||||
Accounts Payable, Inventory Financing [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Amount owed under Revolving loan financing agreement | 415,600,000 | |||||
Floorplan sub-facility, variation in balance due to timing | 11,400,000 | |||||
Accounts Payable, Inventory Financing [Member] | Previous Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Floorplan sub-facility | $ 400,000,000 | |||||
Percentage reserve for open orders under financing agreement | 15.00% | 15.00% | ||||
Cap agreement effective January 14, 2015-2017 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Payments for Derivative Instrument, Investing Activities | $ 500,000 | $ 2,100,000 |
Long-Term Debt Term Loan (Detai
Long-Term Debt Term Loan (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2013USD ($) | Apr. 30, 2013USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Apr. 29, 2013USD ($) | |
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of long-term debt | $ 525 | $ 1,175 | $ 1,535.2 | |||
Long-term Debt, Gross | 3,259.3 | 3,177 | ||||
Payments for Derivative Instrument, Investing Activities | 0.5 | 2.1 | 0 | |||
Gains (Losses) on Extinguishment of Debt | 24.3 | 90.7 | $ 64 | |||
Kelway Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Letters of Credit Outstanding, Amount | 2.1 | |||||
Long-term Debt, Gross | $ 0 | |||||
Long-term Debt, Weighted Average Interest Rate | 0.00% | |||||
Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of long-term debt | $ 1,350 | |||||
Discount, percent of par | 99.25% | 99.75% | ||||
Debt Instrument, Unamortized Discount | $ 1.4 | $ 3.4 | ||||
Long-term Debt, Gross | $ 1,498.1 | $ 1,513.5 | ||||
Long-term Debt, Weighted Average Interest Rate | 3.25% | 3.25% | ||||
Gains (Losses) on Extinguishment of Debt | $ 10.3 | |||||
Debt Instrument, Face Amount | $ 190 | |||||
Net leverage ratio | 3 | |||||
Quarterly amortization payment of original principal, Percent | 0.25% | |||||
Term Loan [Member] | LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Weighted Average Interest Rate | 3.25% | |||||
Prior Term Loan Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | $ 1,299.5 | |||||
Minimum [Member] | Term Loan [Member] | ABR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Variable Interest Rate Margin | 1.25% | |||||
Minimum [Member] | Term Loan [Member] | LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Variable Interest Rate Margin | 2.25% | |||||
Reference Interest Rate Floor | 1.00% | |||||
Maximum [Member] | Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Net leverage ratio | 3.25 | |||||
Maximum [Member] | Term Loan [Member] | ABR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Variable Interest Rate Margin | 1.50% | |||||
Maximum [Member] | Term Loan [Member] | LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Variable Interest Rate Margin | 2.50% | |||||
Cap agreement effective January 14, 2013-2015 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Derivative, Notional Amount | $ 1,150 | |||||
Cap agreement effective January 14, 2015-2017 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Derivative, Notional Amount | 400 | $ 1,000 | ||||
Payments for Derivative Instrument, Investing Activities | $ 0.5 | $ 2.1 | ||||
Derivative, Cap Interest Rate | 2.00% | 2.00% | ||||
Derivative Asset, Noncurrent | $ 0.1 | $ 1.7 |
Long-Term Debt Interest Rate Ca
Long-Term Debt Interest Rate Caps (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Cap agreement effective January 14, 2013-2015 [Member] | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 1,150 | |
Cap agreement effective January 14, 2015-2017 [Member] | ||
Derivative [Line Items] | ||
Number of Interest Rate Derivatives Held | 6 | 14 |
Derivative Asset, Noncurrent | $ 0.1 | $ 1.7 |
Derivative, Notional Amount | $ 400 | $ 1,000 |
Derivative, Cap Interest Rate | 2.00% | 2.00% |
Long-Term Debt Long-Term Debt M
Long-Term Debt Long-Term Debt Maturities (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Long-term Debt, Unclassified [Abstract] | ||
Current maturities of long-term debt | $ 27.2 | $ 15.4 |
Long-term Debt Maturity, Repayments of Principal in Year Two | 92 | |
Long-term Debt Maturity, Repayments of Principal in Year Three | 15.4 | |
Long-term Debt Maturity, Repayments of Principal in Year Four | 15.4 | |
Long-term Debt Maturity, Repayments of Principal in Year Five | 1,436.5 | |
Long-term Debt Maturity, Repayments of Principal after Year Five | 1,700 | |
Debt, total long-term and short-term | $ 3,286.5 | $ 3,192.4 |
Long-Term Debt Senior Notes (De
Long-Term Debt Senior Notes (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 03, 2015 | Dec. 01, 2014 | Aug. 05, 2014 | Mar. 20, 2014 | |
Debt Instrument [Line Items] | |||||||||||
Proceeds from issuance of long-term debt | $ 525 | $ 1,175 | $ 1,535.2 | ||||||||
Deferred Finance Costs, Net | $ (26.4) | (26.8) | (26.4) | ||||||||
Gains (Losses) on Extinguishment of Debt | $ (24.3) | $ (90.7) | $ (64) | ||||||||
Senior notes due 2019 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, stated interest rate | 8.50% | 8.50% | |||||||||
Redemption Premium, percentage of par value | 104.25% | 106.202% | 108.764% | 109.75% | |||||||
Extinguishment of Debt, Accrued Interest Paid to Lenders | $ 1 | ||||||||||
Deferred Finance Costs, Net | $ 4.4 | $ 4.4 | |||||||||
Premium, Unamortized | 1.3 | 1.3 | |||||||||
Debt Instrument, Repurchased Face Amount | $ 503.9 | $ 541.4 | $ 234.7 | $ 25 | |||||||
Gains (Losses) on Extinguishment of Debt | $ (24.3) | (36.9) | $ (22.1) | $ 2.7 | |||||||
Write off of Deferred Debt Issuance Cost | 4.2 | 4.7 | 2.2 | 0.3 | |||||||
Extinguishment of Debt, Fees Paid to Lenders | 21.4 | 23 | 10 | $ 2.4 | |||||||
Extinguishment of Debt, Make-whole Interest Payment | 10.6 | 10.6 | |||||||||
Write off of Deferred Debt issuance Cost, unamortized premium | 1.3 | 1.4 | 0.7 | ||||||||
Senior Notes due 2022 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, stated interest rate | 6.00% | ||||||||||
Proceeds from issuance of long-term debt | $ 600 | ||||||||||
Deferred Finance Costs, Net | (7.6) | $ (6.6) | (7.6) | $ 8 | |||||||
Senior Notes due 2023 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, stated interest rate | 5.00% | ||||||||||
Proceeds from issuance of long-term debt | $ 525 | ||||||||||
Deferred Finance Costs, Net | (6.2) | $ 6.8 | |||||||||
Senior Notes due 2024 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, stated interest rate | 5.50% | ||||||||||
Proceeds from issuance of long-term debt | 575 | ||||||||||
Deferred Finance Costs, Net | $ (7.4) | $ (6.7) | $ (7.4) | $ 7.5 |
Long-Term Debt Fair Value of Lo
Long-Term Debt Fair Value of Long-Term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, long-term and short-term | $ 3,259.3 | $ 3,177 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term Debt, fair value disclosure | $ 3,330.4 | $ 3,208.7 |
Long-Term Debt Kelway Term Loan
Long-Term Debt Kelway Term Loan (Details) ÂŁ in Millions, $ in Millions | 12 Months Ended | |||||
Dec. 31, 2015USD ($) | Dec. 31, 2015GBP (ÂŁ) | Dec. 31, 2015GBP (ÂŁ) | Aug. 01, 2015USD ($) | Aug. 01, 2015GBP (ÂŁ) | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | $ 3,259.3 | $ 3,177 | ||||
Kelway Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Weighted Average Interest Rate | 1.98% | 1.98% | ||||
Long-term Debt, Gross | $ 88.4 | ÂŁ 60 | $ 100 | ÂŁ 64 | ||
Debt Instrument, Periodic Payment, Principal | $ 2.9 | ÂŁ 2 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 1.98313% | 1.98313% | ||||
LIBOR [Member] | Minimum [Member] | Kelway Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Variable Interest Rate Margin | 1.40% | 1.40% |
Long-Term Debt Kelway Revolving
Long-Term Debt Kelway Revolving Credit Facility (Details) ÂŁ in Millions, $ in Millions | Dec. 31, 2015USD ($) | Dec. 31, 2015GBP (ÂŁ) | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 3,259.3 | $ 3,177 | |
Kelway Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Weighted Average Interest Rate | 0.00% | 0.00% | |
Line of Credit Facility, Remaining Borrowing Capacity | $ 73.7 | ÂŁ 50 | |
Long-term Debt, Gross | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income (loss) before income taxes [Abstract] | |||
Domestic | $ 626.4 | $ 366.6 | $ 179.4 |
Foreign | 20.6 | 21.1 | 16.1 |
Income (loss) before income taxes | 647 | $ 387.7 | $ 195.5 |
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | 70 | ||
Tax Credit Carryforward, Amount | $ 16.3 |
Income Taxes Income Tax Expense
Income Taxes Income Tax Expense by Component (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current Income Tax Expense (Benefit) [Abstract] | |||
Federal | $ 258.5 | $ 206.8 | $ 96.7 |
State | 28.6 | 19.3 | 10.1 |
Foreign | 10.1 | 5.8 | 4.6 |
Total current | 297.2 | 231.9 | 111.4 |
Deferred Income Tax Expense (Benefit) [Abstract] | |||
Domestic | (48.5) | (89) | (48.6) |
Foreign | (4.8) | (0.1) | (0.1) |
Total deferred | (53.3) | (89.1) | (48.7) |
Income tax expense | $ 243.9 | $ 142.8 | $ 62.7 |
Income Taxes Effective Tax Rate
Income Taxes Effective Tax Rate Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal income tax rate, amount | $ 226.4 | $ 135.7 | $ 68.4 |
Statutory federal income tax rate, percent | 35.00% | 35.00% | 35.00% |
State taxes, net of federal effect, amount | $ 16.5 | $ 6.5 | $ (5) |
State taxes, net of federal effect, percent | 2.60% | 1.60% | (2.60%) |
Effect of rates different than statutory, amount | $ (1.9) | $ (1.9) | $ (1.4) |
Effect of rates different than statutory, percent | (0.30%) | (0.50%) | (0.70%) |
Foreign withholding tax, amount | $ 3.3 | $ 0 | $ 0 |
Foreign withholding tax, percent | 0.50% | 0.00% | 0.00% |
Effect of U.K. tax rate change on deferred taxes, amount | $ (4) | $ 0 | $ 0 |
Effect of U.K. tax rate change on deferred taxes, percent | (0.60%) | 0.00% | 0.00% |
Other, amount | $ 3.6 | $ 2.5 | $ 0.7 |
Other, percent | 0.50% | 0.70% | 0.40% |
Income tax expense | $ 243.9 | $ 142.8 | $ 62.7 |
Income tax expense, rate | 37.70% | 36.80% | 32.10% |
Income Taxes Deferred Tax Asset
Income Taxes Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Tax Assets, Gross [Abstract] | ||
Deferred interest | $ 25 | $ 32.9 |
State net operating loss and credit carryforwards, net | 14.1 | 18.8 |
Payroll and benefits | 21.2 | 27 |
Rent | 10.8 | 5.5 |
Accounts receivable | 6.4 | 6.3 |
Equity compensation plans | 17 | 6.5 |
Trade credits | 1.5 | 1.5 |
Other | 5.9 | 5 |
Total deferred tax assets | 101.9 | 103.5 |
Deferred Tax Liabilities, Gross [Abstract] | ||
Software and intangibles | 411 | 425.3 |
Deferred Income | 87.3 | 116.2 |
Property and equipment | 30.6 | 22.5 |
International investments | 30.4 | 0 |
Other | 17.3 | 15.3 |
Total deferred tax liabilites | 576.6 | 579.3 |
Deferred tax assets valuation allowance | 0 | 0 |
Net deferred tax liabilities | $ 474.7 | $ 475.8 |
Income Taxes Deferred Tax Suppl
Income Taxes Deferred Tax Supplement (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Income Tax Disclosure [Abstract] | |
Deferred Income Tax Expense Related to Basis Difference in Foreign Investment | $ 30.4 |
Deferred Tax Liability on Unremitted Foreign Earnings | $ 2 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Nov. 30, 2015 | Aug. 18, 2015 | May. 22, 2015 | Jul. 31, 2013 | Jul. 02, 2013 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 06, 2014 |
Class of Stock [Line Items] | |||||||||||||||||
Stock Repurchase Program, Authorized Amount | $ 500,000,000 | ||||||||||||||||
Stock Repurchased and Retired During Period, Shares | 1,000,000 | 2,300,000 | 2,000,000 | ||||||||||||||
Other IPO Related Expenses | $ 2,400,000 | ||||||||||||||||
Employee Stock Purchase Plan, discount to market price, percent | 5.00% | ||||||||||||||||
Equity-based compensation expense | $ 31,200,000 | $ 16,400,000 | 46,600,000 | ||||||||||||||
Proceeds from shares sold by certain selling stockholders | $ 0 | ||||||||||||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | 0 | |||||||||||||
Shares sold by certain selling stockholders | 9,200,000 | 12,900,000 | 11,500,000 | ||||||||||||||
Secondary-offering related expenses | $ 400,000 | $ 200,000 | $ 300,000 | $ 200,000 | $ 300,000 | $ 500,000 | $ 400,000 | $ 900,000 | $ 1,400,000 | $ 600,000 | |||||||
Proceeds from Issuance Initial Public Offering | $ 424,700,000 | ||||||||||||||||
Common Stock, Par Value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | 0 | |||||||||||||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||||||||||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.1075 | $ 0.0675 | $ 0.0675 | $ 0.0675 | $ 0.0675 | $ 0.0425 | $ 0.0425 | $ 0.0425 | $ 0.3100 | $ 0.1950 | $ 0.0425 | ||||||
IPO [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 23,250,000 | ||||||||||||||||
Share Price | $ 17 | ||||||||||||||||
IPO Over-allotment [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,487,500 | ||||||||||||||||
Secondary Offering [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares sold by certain selling stockholders | 8,000,000 | 11,250,000 | 10,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | 10,000,000 | 15,000,000 | |||||||||
Secondary offering over-allotment [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares sold by certain selling stockholders | 1,200,000 | 1,687,500 | 1,500,000 | 2,250,000 | 0 | 2,250,000 | 1,500,000 | 2,250,000 |
Stockholders' Equity IPO- and s
Stockholders' Equity IPO- and secondary-offering related expenses (Details) - USD ($) $ in Millions | Nov. 30, 2015 | Aug. 18, 2015 | May. 22, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Class of Stock [Line Items] | |||||||||||||
Shares sold by certain selling stockholders | 9,200,000 | 12,900,000 | 11,500,000 | ||||||||||
Secondary-offering related expenses | $ 0.4 | $ 0.2 | $ 0.3 | $ 0.2 | $ 0.3 | $ 0.5 | $ 0.4 | $ 0.9 | $ 1.4 | $ 0.6 | |||
Other IPO Related Expenses | 2.4 | ||||||||||||
IPO and Secondary-offering related expenses | 75 | ||||||||||||
Accelerated share based compensation expense and related employer payroll taxes | 0 | 0 | 40.7 | ||||||||||
Charge for payment of RDU Plan cash retention pool | 0 | 0 | 7.5 | ||||||||||
Net proceeds used for termination of management services agreement | $ 0 | $ 0 | $ 24.4 | ||||||||||
Secondary Offering [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares sold by certain selling stockholders | 8,000,000 | 11,250,000 | 10,000,000 | 15,000,000 | 15,000,000 | 15,000,000 | 10,000,000 | 15,000,000 | |||||
Secondary offering over-allotment [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares sold by certain selling stockholders | 1,200,000 | 1,687,500 | 1,500,000 | 2,250,000 | 0 | 2,250,000 | 1,500,000 | 2,250,000 |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 01, 2015 | Oct. 31, 2007 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Equity-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 1.9 | $ 1 | $ 0 | ||
Equity-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||||
Accelerated share based compensation expense recognized | 36.7 | ||||
Payment of incentive compensation plan withholding taxes related to the acceleration of share vesting | 24 | ||||
Payment of incentive compensation plan withholding taxes, employer portion | 4 | ||||
Accrued contingent consideration | 20.9 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||||
Options outstanding, beginning number | 2,421,072 | ||||
Options outstanding, beginning weighted-average exercise price | $ 20.75 | ||||
Options, Grants in Period, Gross | 936,865 | ||||
Options, Grants in Period, Weighted Average Exercise Price | $ 37.82 | ||||
Options, Forfeitures and Expirations in Period | (59,554) | ||||
Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ 29.49 | ||||
Options, Exercises in Period | (101,162) | ||||
Options, Exercises in Period, Weighted Average Exercise Price | $ 21.11 | ||||
Options outstanding, ending number | 3,197,221 | 2,421,072 | |||
Options outstanding, ending weighted-average exercise price | $ 25.58 | $ 20.75 | |||
Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 9 months 28 days | ||||
Options, Outstanding, Intrinsic Value | $ 52.6 | ||||
Options, Exercisable, Number | 1,146,008 | ||||
Options, Exercisable, Weighted Average Exercise Price | $ 19.39 | ||||
Options, Exercisable, Weighted Average Remaining Contractual Term | 6 years 10 months 22 days | ||||
Options, Exercisable, Intrinsic Value | $ 26 | ||||
Options, Vested and Expected to Vest, Outstanding, Number | 2,018,385 | ||||
Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 29.02 | ||||
Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 8 years 4 months 5 days | ||||
Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 26.3 | ||||
Equity-based compensation [Abstract] | |||||
Equity-based compensation expense | 31.2 | $ 16.4 | 46.6 | ||
Equity-based Compensation Expense, Tax Benefit from Compensation Expense | (10.9) | (5.1) | (16.5) | ||
Allocated Share-based Compensation Expense, Net of Tax | 20.3 | $ 11.3 | $ 30.1 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized [Abstract] | |||||
Equity-based Compensation Expense Not yet Recognized | $ 57.9 | ||||
Equity-based Compensation Expense Not yet Recognized, Period for Recognition | 2 years 2 months 7 days | ||||
Stock Option Contractual Life | 10 years | ||||
Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||
Equity-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||
Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 11.13 | $ 7.23 | $ 4.75 | ||
Weighted-Average Volatility | 30.00% | 30.00% | 35.00% | ||
Weighted-Average Risk-Free Rate | 1.75% | 1.77% | 1.58% | ||
Dividend Yield | 0.72% | 0.70% | 1.00% | ||
Fair Value Assumptions, Expected Term | 6 years | 6 years | 5 years 5 months | ||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Equity Instruments Other than Options, Nonvested, Number | 92,028 | 260,514 | |||
Equity Instruments Other Than Options, Vested in Period | (165,697) | ||||
Equity Instruments Other than Options, Vested in Period, Fair Value | $ 2.8 | $ 39.5 | $ 20.4 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 3,798,508 | ||||
Equity-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Equity Awards Forfeited | (2,789) | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Equity Instruments Other than Options, Nonvested, Number | 1,257,399 | 1,244,702 | |||
Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 36.24 | $ 24.29 | $ 17.03 | ||
Equity Instruments Other Than Options, Vested in Period | (32,181) | ||||
Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 23.01 | ||||
Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 17.01 | ||||
Equity Instruments Other than Options, Vested in Period, Fair Value | $ 0.7 | $ 0.1 | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 141,013 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 19.19 | $ 17.19 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||
Equity-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Equity Awards Forfeited | (96,135) | ||||
Performance Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Equity Instruments Other than Options, Nonvested, Number | 578,595 | 411,580 | |||
Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 37.83 | ||||
Equity Instruments Other Than Options, Vested in Period | 0 | ||||
Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 28.76 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 195,622 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 28.67 | $ 24.40 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||
Equity-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Equity Awards Forfeited | (28,607) | ||||
Performance Share Awards [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Equity Instruments Other than Options, Nonvested, Number | 0 | ||||
Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0 | ||||
Equity Instruments Other Than Options, Vested in Period | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 118,676 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||
Equity-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Equity Awards Forfeited | 0 | ||||
Minimum [Member] | Performance Shares [Member] | |||||
Equity-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Potential Vesting Percentage Range of Shares | 0.00% | ||||
Maximum [Member] | Performance Shares [Member] | |||||
Equity-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Potential Vesting Percentage Range of Shares | 200.00% | ||||
Class B Common Unit [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 119 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 400 | ||||
Equity-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||
Weighted-Average Volatility | 65.50% | ||||
Weighted-Average Risk-Free Rate | 0.18% | ||||
Dividend Yield | 0.00% | ||||
Equity-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Equity Awards Outstanding, Beginning of Year | 0 | 216,483 | |||
Equity Awards Forfeited | (860) | ||||
Equity Awards Repurchased/Settled | (216,023) | ||||
Equity Awards Outstanding, End of Period | 0 | ||||
Equity Awards Vested | 0 | ||||
2013 Long Term Incentive Plan [Member] | |||||
Equity-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||||
Number of Units Authorized | 11,700,000 | ||||
Equity-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 5,636,925 | ||||
2013 Long Term Incentive Plan [Member] | Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||||
Options, Grants in Period, Gross | 936,865 | ||||
MPK Plan Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | ||||
Equity-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Equity Awards Outstanding, Beginning of Year | 0 | 66,137 | |||
Equity Awards Forfeited | (2,228) | ||||
Equity Awards Repurchased/Settled | 63,909 | ||||
Equity Awards Outstanding, End of Period | 0 | ||||
Equity Awards Vested | 0 | ||||
Kelway TopCo Limited [Member] | |||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized [Abstract] | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,600,000 | ||||
Kelway TopCo Limited [Member] | Equity Awards Granted by Seller of Kelway [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||||
Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 35.93 | ||||
Equity Instruments Other Than Options, Vested in Period | 0 | ||||
Equity-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Equity Awards Forfeited | 0 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized [Abstract] | |||||
Options issued by one of the sellers to certain coworkers over shares of the seller's common stock received as part of consideration from acquisition | 600,000 | ||||
Fair value of options issued by one of the sellers to certain coworkers over shares of the seller's common stock received as part of consideration from acquisition | $ 21.8 | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Awards Granted at Acquisition Date, Exercise Price | $ 0.01 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | |||
Basic weighted-average shares outstanding | 170.3 | 170.6 | 156.6 |
Effect of diluted securities | 1.5 | 2.2 | 2.1 |
Diluted weighted-average shares outstanding | 171.8 | 172.8 | 158.7 |
Antidilutive securities excluded from computation of earnings per share | 0.4 | 0 | 0 |
Coworker Retirement and Other80
Coworker Retirement and Other Compensation Benefits Deferred Compensation Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
RDU Plan, Compensation Expense | $ 4.6 | $ 8.8 | $ 16.8 |
RDU Plan, Liability | 35 | $ 30.4 | |
2016 [Domain] [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
RDU Plan, unrecognized compensation expense | 1.7 | ||
2017 [Domain] [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
RDU Plan, unrecognized compensation expense | $ 1.3 |
Coworker Retirement and Other81
Coworker Retirement and Other Compensation Benefits Profit Sharing and 401(K) Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | |||
Defined Contribution Plan, Cost Recognized | $ 19.8 | $ 21.9 | $ 17.3 |
Coworker Retirement and Other82
Coworker Retirement and Other Compensation Benefits Coworker Stock Purchase Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Coworker Retirement and Other Compensation Benefits [Line Items] | |||
Employee Stock Purchase Plan, discount to market price, percent | 5.00% | ||
Allocated Share-based Compensation Expense | $ 31,200,000 | $ 16,400,000 | $ 46,600,000 |
Coworker Stock Purchase Plan [Member] | |||
Coworker Retirement and Other Compensation Benefits [Line Items] | |||
Allocated Share-based Compensation Expense | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Nov. 30, 2015 | Aug. 18, 2015 | May. 22, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 01, 2015 | Mar. 03, 2015 | Dec. 01, 2014 | Aug. 05, 2014 | Mar. 20, 2014 |
Related Party Transaction [Line Items] | |||||||||||
Revenue from Related Parties | $ 9.9 | ||||||||||
Shares sold by certain selling stockholders | 9.2 | 12.9 | 11.5 | ||||||||
Stock Repurchased and Retired During Period, Shares | 1 | 2.3 | 2 | ||||||||
Treasury Stock Acquired, Average Cost Per Share | $ 36.60 | ||||||||||
Net proceeds used for termination of management services agreement | 0 | $ 0 | $ 24.4 | ||||||||
Management Fee | $ 0 | $ 0 | 2.5 | ||||||||
Annual Management Fee [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Management Fee | $ 5 | ||||||||||
Senior notes due 2019 [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt Instrument, Repurchased Face Amount | $ 503.9 | $ 541.4 | $ 234.7 | $ 25 | |||||||
Over-Allotment Option [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares sold by certain selling stockholders | 1.2 | 1.7 | 1.5 | ||||||||
Kelway TopCo Limited [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 35.00% | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 65.00% |
Segment Information Segment Rep
Segment Information Segment Reporting (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | ||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue, Net | $ 3,418.4 | $ 3,501.1 | $ 3,314 | $ 2,755.2 | $ 3,050.1 | $ 3,266.1 | $ 3,106 | $ 2,652.3 | $ 12,988.7 | $ 12,074.5 | $ 10,768.6 | |
Income (loss) from operations | 179.9 | 204.6 | 205.9 | 151.6 | 164.3 | 184.7 | 188.2 | 135.8 | 742 | 673 | 508.6 | [1] |
Depreciation and amortization expense | $ (227.4) | (207.9) | (208.2) | |||||||||
Segment Reporting Information, Additional Information [Abstract] | ||||||||||||
Number of Reportable Segments | 2 | |||||||||||
Number of operating segments which do not meet reporting unit quantitative threshold | 3 | |||||||||||
IPO- and secondary-offering related expenses | (75) | |||||||||||
Public Segment: Government Agencies, Education and Healthcare [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue, Net | $ 5,125.5 | 4,879.4 | 4,164.5 | |||||||||
Income (loss) from operations | 343.3 | 313.2 | 246.5 | |||||||||
Depreciation and amortization expense | (43.7) | (43.8) | (44) | |||||||||
Segment Reporting Information, Additional Information [Abstract] | ||||||||||||
IPO- and secondary-offering related expenses | (14.4) | |||||||||||
Corporate [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue, Net | 1,756.6 | 1,724.5 | 1,761.4 | 1,574 | 1,691 | 1,622.7 | 1,656.2 | 1,505.6 | ||||
Public [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue, Net | 1,277.3 | 1,468.1 | 1,374.2 | 1,005.8 | 1,169.1 | 1,468.8 | 1,271.6 | 969.9 | ||||
Other [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue, Net | $ 384.5 | $ 308.5 | $ 178.4 | $ 175.4 | $ 190 | $ 174.6 | $ 178.2 | $ 176.8 | 1,046.8 | 719.6 | 644 | |
Income (loss) from operations | 43.1 | 32.9 | 27.2 | |||||||||
Depreciation and amortization expense | (24.4) | (8.8) | (8.6) | |||||||||
Segment Reporting Information, Additional Information [Abstract] | ||||||||||||
IPO- and secondary-offering related expenses | (3.6) | |||||||||||
Corporate, Non-Segment [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue, Net | 0 | 0 | 0 | |||||||||
Income (loss) from operations | (114.5) | (112.9) | (128.4) | |||||||||
Depreciation and amortization expense | (63.3) | (59) | (58.3) | |||||||||
Segment Reporting Information, Additional Information [Abstract] | ||||||||||||
IPO- and secondary-offering related expenses | (30.6) | |||||||||||
Corporate Segment: Private Sector Business [Member] | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenue, Net | 6,816.4 | 6,475.5 | 5,960.1 | |||||||||
Income (loss) from operations | 470.1 | 439.8 | 363.3 | |||||||||
Depreciation and amortization expense | $ (96) | $ (96.3) | (97.3) | |||||||||
Segment Reporting Information, Additional Information [Abstract] | ||||||||||||
IPO- and secondary-offering related expenses | $ (26.4) | |||||||||||
[1] | Includes $75.0 million of IPO- and secondary-offering related expenses, as follows: Corporate $26.4 million; Public $14.4 million; Other $3.6 million; and Headquarters $30.6 million. For additional information relating to the IPO- and secondary-offering, see Note 10 (Stockholders’ Equity). |
Segment Information Segment R85
Segment Information Segment Reporting, by Products and Services (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Net Sales from External Customer [Line Items] | ||||||||||||
Revenue, Net | $ 3,418.4 | $ 3,501.1 | $ 3,314 | $ 2,755.2 | $ 3,050.1 | $ 3,266.1 | $ 3,106 | $ 2,652.3 | $ 12,988.7 | $ 12,074.5 | $ 10,768.6 | |
Revenue net, by Product and Service, Percentage | 100.00% | 100.00% | 100.00% | |||||||||
Notebooks/Mobile Devices [Member] | ||||||||||||
Net Sales from External Customer [Line Items] | ||||||||||||
Revenue, Net | $ 2,539.4 | $ 2,354 | $ 1,696.5 | |||||||||
Revenue net, by Product and Service, Percentage | 19.60% | 19.50% | 15.80% | |||||||||
NetComm Products [Member] | ||||||||||||
Net Sales from External Customer [Line Items] | ||||||||||||
Revenue, Net | $ 1,914.9 | $ 1,613.3 | $ 1,482.7 | |||||||||
Revenue net, by Product and Service, Percentage | 14.70% | 13.40% | 13.80% | |||||||||
Enterprise and Data Storage (Including Drives) [Member] | ||||||||||||
Net Sales from External Customer [Line Items] | ||||||||||||
Revenue, Net | $ 1,065.2 | $ 1,024.2 | $ 999.3 | |||||||||
Revenue net, by Product and Service, Percentage | 8.20% | 8.50% | 9.30% | |||||||||
Other Hardware [Member] | ||||||||||||
Net Sales from External Customer [Line Items] | ||||||||||||
Revenue, Net | $ 4,756.4 | $ 4,551.1 | $ 4,184.1 | |||||||||
Revenue net, by Product and Service, Percentage | 36.60% | 37.60% | 38.80% | |||||||||
Software [Member] | ||||||||||||
Net Sales from External Customer [Line Items] | ||||||||||||
Revenue, Net | $ 2,163.6 | $ 2,064.1 | $ 1,982.4 | |||||||||
Revenue net, by Product and Service, Percentage | 16.70% | 17.10% | 18.40% | |||||||||
Services [Member] | ||||||||||||
Net Sales from External Customer [Line Items] | ||||||||||||
Revenue, Net | $ 478 | $ 371.9 | $ 332.7 | |||||||||
Revenue net, by Product and Service, Percentage | 3.70% | 3.10% | 3.10% | |||||||||
Other [Member] | ||||||||||||
Net Sales from External Customer [Line Items] | ||||||||||||
Revenue, Net | [1] | $ 71.2 | $ 95.9 | $ 90.9 | ||||||||
Revenue net, by Product and Service, Percentage | [1] | 0.50% | 0.80% | 0.80% | ||||||||
Public [Member] | ||||||||||||
Net Sales from External Customer [Line Items] | ||||||||||||
Revenue, Net | $ 1,277.3 | $ 1,468.1 | $ 1,374.2 | $ 1,005.8 | $ 1,169.1 | $ 1,468.8 | $ 1,271.6 | $ 969.9 | ||||
[1] | Includes items such as delivery charges to customers and certain commission revenue. |
Supplemental Guarantor Inform86
Supplemental Guarantor Information Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Supplemental Guarantor Information [Line Items] | ||||
Cash and cash equivalents | $ 37.6 | $ 344.5 | $ 188.1 | $ 37.9 |
Accounts receivable, net of allowance for doubtful accounts | 2,017.4 | 1,561.1 | ||
Merchandise inventory | 393.1 | 337.5 | ||
Miscellaneous receivables | 198.4 | 155.6 | ||
Prepaid expenses and other | 144.3 | 54.7 | ||
Total current assets | 2,790.8 | 2,453.4 | ||
Property and equipment, net | 175.4 | 137.2 | ||
Equity Investments | 0 | 86.7 | ||
Goodwill | 2,500.4 | 2,217.6 | 2,220.3 | |
Other intangible assets, net | 1,276.4 | 1,168.8 | ||
Other assets | 12.3 | 12.2 | ||
Total assets | 6,755.3 | 6,075.9 | ||
Accounts payable-trade | 866.5 | 704 | ||
Accounts payable-inventory financing | 439.6 | 332.1 | ||
Current maturities of long-term debt | 27.2 | 15.4 | ||
Deferred revenue | 151.9 | 81.3 | ||
Total current liabilities | 1,887.3 | 1,468 | ||
Debt | 3,232.5 | 3,150.6 | ||
Deferred income taxes | 469.6 | 475 | ||
Other liabilities | 70 | 45.8 | ||
Total long-term liabilities | 3,772.1 | 3,671.4 | ||
Total shareholders' (deficit) equity | 1,095.9 | 936.5 | 711.7 | 136.5 |
Total liabilities and stockholders' (deficit) equity | 6,755.3 | 6,075.9 | ||
Parent Guarantor [Member] | ||||
Supplemental Guarantor Information [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net of allowance for doubtful accounts | 0 | 0 | ||
Merchandise inventory | 0 | 0 | ||
Miscellaneous receivables | 0 | 0 | ||
Prepaid expenses and other | 0 | 0 | ||
Total current assets | 0 | 0 | ||
Property and equipment, net | 0 | 0 | ||
Equity Investments | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Other assets | 3.8 | 4.3 | ||
Investments in and advances to subsidiaries | 1,092.1 | 932.2 | ||
Total assets | 1,095.9 | 936.5 | ||
Accounts payable-trade | 0 | 0 | ||
Accounts payable-inventory financing | 0 | 0 | ||
Current maturities of long-term debt | 0 | 0 | ||
Deferred revenue | 0 | 0 | ||
Accrued expenses | 0 | 0 | ||
Total current liabilities | 0 | 0 | ||
Debt | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other liabilities | 0 | 0 | ||
Total long-term liabilities | 0 | 0 | ||
Total shareholders' (deficit) equity | 1,095.9 | 936.5 | ||
Total liabilities and stockholders' (deficit) equity | 1,095.9 | 936.5 | ||
Subsidiary Issuer [Member] | ||||
Supplemental Guarantor Information [Line Items] | ||||
Cash and cash equivalents | 45.1 | 346.4 | 196.5 | 48 |
Accounts receivable, net of allowance for doubtful accounts | 0 | 0 | ||
Merchandise inventory | 0 | 0 | ||
Miscellaneous receivables | 83.7 | 56.1 | ||
Prepaid expenses and other | 13 | 11 | ||
Total current assets | 141.8 | 413.5 | ||
Property and equipment, net | 110 | 80.5 | ||
Equity Investments | 0 | 86.7 | ||
Goodwill | 751.8 | 751.8 | ||
Other intangible assets, net | 306 | 320 | ||
Other assets | 17.3 | 12.2 | ||
Investments in and advances to subsidiaries | 3,302 | 2,784.5 | ||
Total assets | 4,628.9 | 4,449.2 | ||
Accounts payable-trade | 31 | 23.9 | ||
Accounts payable-inventory financing | 0 | 0 | ||
Current maturities of long-term debt | 15.4 | 15.4 | ||
Deferred revenue | 0 | 0 | ||
Accrued expenses | 156 | 137.8 | ||
Total current liabilities | 202.4 | 177.1 | ||
Debt | 3,156.5 | 3,150.6 | ||
Deferred income taxes | 117.3 | 146.7 | ||
Other liabilities | 60.7 | 42.6 | ||
Total long-term liabilities | 3,334.5 | 3,339.9 | ||
Total shareholders' (deficit) equity | 1,092 | 932.2 | ||
Total liabilities and stockholders' (deficit) equity | 4,628.9 | 4,449.2 | ||
Guarantor Subsidiaries [Member] | ||||
Supplemental Guarantor Information [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net of allowance for doubtful accounts | 1,788.6 | 1,479.1 | ||
Merchandise inventory | 340.3 | 333.9 | ||
Miscellaneous receivables | 90.1 | 93.3 | ||
Prepaid expenses and other | 50.4 | 46 | ||
Total current assets | 2,269.4 | 1,952.3 | ||
Property and equipment, net | 54.1 | 55.5 | ||
Equity Investments | 0 | 0 | ||
Goodwill | 1,439 | 1,439 | ||
Other intangible assets, net | 704.9 | 843.6 | ||
Other assets | 263 | 0.4 | ||
Investments in and advances to subsidiaries | 0 | 0 | ||
Total assets | 4,730.4 | 4,290.8 | ||
Accounts payable-trade | 727.4 | 671.9 | ||
Accounts payable-inventory financing | 428.4 | 332.1 | ||
Current maturities of long-term debt | 0 | 0 | ||
Deferred revenue | 77.4 | 79.9 | ||
Accrued expenses | 190.9 | 193.6 | ||
Total current liabilities | 1,424.1 | 1,277.5 | ||
Debt | 0 | 0 | ||
Deferred income taxes | 272.8 | 331.3 | ||
Other liabilities | 2.9 | 3.7 | ||
Total long-term liabilities | 275.7 | 335 | ||
Total shareholders' (deficit) equity | 3,030.6 | 2,678.3 | ||
Total liabilities and stockholders' (deficit) equity | 4,730.4 | 4,290.8 | ||
Non-Guarantor Subsidiaries [Member] | ||||
Supplemental Guarantor Information [Line Items] | ||||
Cash and cash equivalents | 31.9 | 24.6 | 14 | 9.8 |
Accounts receivable, net of allowance for doubtful accounts | 228.8 | 82 | ||
Merchandise inventory | 52.8 | 3.6 | ||
Miscellaneous receivables | 24.6 | 6.2 | ||
Prepaid expenses and other | 84 | 1.5 | ||
Total current assets | 422.1 | 117.9 | ||
Property and equipment, net | 11.3 | 1.2 | ||
Equity Investments | 0 | 0 | ||
Goodwill | 309.6 | 26.8 | ||
Other intangible assets, net | 265.5 | 5.2 | ||
Other assets | 3 | 1.4 | ||
Investments in and advances to subsidiaries | 0 | 0 | ||
Total assets | 1,011.5 | 152.5 | ||
Accounts payable-trade | 147.5 | 34.7 | ||
Accounts payable-inventory financing | 11.4 | 0 | ||
Current maturities of long-term debt | 11.8 | 0 | ||
Deferred revenue | 74.5 | 1.4 | ||
Accrued expenses | 58.6 | 7.9 | ||
Total current liabilities | 303.8 | 44 | ||
Debt | 76 | 0 | ||
Deferred income taxes | 83.4 | 1.3 | ||
Other liabilities | 276.8 | 1 | ||
Total long-term liabilities | 436.2 | 2.3 | ||
Total shareholders' (deficit) equity | 271.5 | 106.2 | ||
Total liabilities and stockholders' (deficit) equity | 1,011.5 | 152.5 | ||
Co-Issuer [Member] | ||||
Supplemental Guarantor Information [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net of allowance for doubtful accounts | 0 | 0 | ||
Merchandise inventory | 0 | 0 | ||
Miscellaneous receivables | 0 | 0 | ||
Prepaid expenses and other | 0 | 0 | ||
Total current assets | 0 | 0 | ||
Property and equipment, net | 0 | 0 | ||
Equity Investments | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Other assets | 0 | 0 | ||
Investments in and advances to subsidiaries | 0 | 0 | ||
Total assets | 0 | 0 | ||
Accounts payable-trade | 0 | 0 | ||
Accounts payable-inventory financing | 0 | 0 | ||
Current maturities of long-term debt | 0 | 0 | ||
Deferred revenue | 0 | 0 | ||
Accrued expenses | 0 | 0 | ||
Total current liabilities | 0 | 0 | ||
Debt | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other liabilities | 0 | 0 | ||
Total long-term liabilities | 0 | 0 | ||
Total shareholders' (deficit) equity | 0 | 0 | ||
Total liabilities and stockholders' (deficit) equity | 0 | 0 | ||
Consolidating Adjustments [Member] | ||||
Supplemental Guarantor Information [Line Items] | ||||
Cash and cash equivalents | (39.4) | (26.5) | (22.4) | (19.9) |
Accounts receivable, net of allowance for doubtful accounts | 0 | 0 | ||
Merchandise inventory | 0 | 0 | ||
Miscellaneous receivables | 0 | 0 | ||
Prepaid expenses and other | (3.1) | (3.8) | ||
Total current assets | (42.5) | (30.3) | ||
Property and equipment, net | 0 | 0 | ||
Equity Investments | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Other assets | (274.8) | (6.1) | ||
Investments in and advances to subsidiaries | (4,394.1) | (3,716.7) | ||
Total assets | (4,711.4) | (3,753.1) | ||
Accounts payable-trade | (39.4) | (26.5) | ||
Accounts payable-inventory financing | (0.2) | 0 | ||
Current maturities of long-term debt | 0 | 0 | ||
Deferred revenue | 0 | 0 | ||
Accrued expenses | (3.4) | (4.1) | ||
Total current liabilities | (43) | (30.6) | ||
Debt | 0 | 0 | ||
Deferred income taxes | (3.9) | (4.3) | ||
Other liabilities | (270.4) | (1.5) | ||
Total long-term liabilities | (274.3) | (5.8) | ||
Total shareholders' (deficit) equity | (4,394.1) | (3,716.7) | ||
Total liabilities and stockholders' (deficit) equity | (4,711.4) | (3,753.1) | ||
Consolidated [Member] | ||||
Supplemental Guarantor Information [Line Items] | ||||
Cash and cash equivalents | 37.6 | 344.5 | $ 188.1 | $ 37.9 |
Accounts receivable, net of allowance for doubtful accounts | 2,017.4 | 1,561.1 | ||
Merchandise inventory | 393.1 | 337.5 | ||
Miscellaneous receivables | 198.4 | 155.6 | ||
Prepaid expenses and other | 144.3 | 54.7 | ||
Total current assets | 2,790.8 | 2,453.4 | ||
Property and equipment, net | 175.4 | 137.2 | ||
Equity Investments | 0 | 86.7 | ||
Goodwill | 2,500.4 | 2,217.6 | ||
Other intangible assets, net | 1,276.4 | 1,168.8 | ||
Other assets | 12.3 | 12.2 | ||
Investments in and advances to subsidiaries | 0 | 0 | ||
Total assets | 6,755.3 | 6,075.9 | ||
Accounts payable-trade | 866.5 | 704 | ||
Accounts payable-inventory financing | 439.6 | 332.1 | ||
Current maturities of long-term debt | 27.2 | 15.4 | ||
Deferred revenue | 151.9 | 81.3 | ||
Accrued expenses | 402.1 | 335.2 | ||
Total current liabilities | 1,887.3 | 1,468 | ||
Debt | 3,232.5 | 3,150.6 | ||
Deferred income taxes | 469.6 | 475 | ||
Other liabilities | 70 | 45.8 | ||
Total long-term liabilities | 3,772.1 | 3,671.4 | ||
Total shareholders' (deficit) equity | 1,095.9 | 936.5 | ||
Total liabilities and stockholders' (deficit) equity | $ 6,755.3 | $ 6,075.9 |
Supplemental Guarantor Inform87
Supplemental Guarantor Information Consolidating Statements of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Supplemental Guarantor Information [Line Items] | ||||||||||||
Revenue, Net | $ 3,418.4 | $ 3,501.1 | $ 3,314 | $ 2,755.2 | $ 3,050.1 | $ 3,266.1 | $ 3,106 | $ 2,652.3 | $ 12,988.7 | $ 12,074.5 | $ 10,768.6 | |
Cost of sales | 10,872.9 | 10,153.2 | 9,008.3 | |||||||||
Gross profit | 557.6 | 567.2 | 534.5 | 456.5 | 491.9 | 507.3 | 496.9 | 425.2 | 2,115.8 | 1,921.3 | 1,760.3 | |
Selling and administrative expenses | 1,226 | 1,110.3 | 1,120.9 | |||||||||
Advertising expense | 147.8 | 138 | 130.8 | |||||||||
Income (loss) from operations | 179.9 | 204.6 | 205.9 | 151.6 | 164.3 | 184.7 | 188.2 | 135.8 | 742 | 673 | 508.6 | [1] |
Interest Income (Expense), Net | (159.5) | (197.3) | (250.1) | |||||||||
Net (loss) gain on extinguishments of long-term debt | (24.3) | (90.7) | (64) | |||||||||
Gain on remeasurement of equity investment | 98.1 | 0 | 0 | |||||||||
Other (expense) income, net | (9.3) | 2.7 | 1 | |||||||||
Income (loss) before income taxes | 647 | 387.7 | 195.5 | |||||||||
Income tax benefit (expense) | (243.9) | (142.8) | (62.7) | |||||||||
Net income (loss) | $ 89.3 | $ 150.9 | $ 108.2 | $ 54.7 | $ 51.8 | $ 55.6 | $ 86.6 | $ 50.9 | 403.1 | 244.9 | 132.8 | |
Parent Guarantor [Member] | ||||||||||||
Supplemental Guarantor Information [Line Items] | ||||||||||||
Revenue, Net | 0 | 0 | 0 | |||||||||
Cost of sales | 0 | 0 | 0 | |||||||||
Gross profit | 0 | 0 | 0 | |||||||||
Selling and administrative expenses | 0 | 0 | 24.4 | |||||||||
Advertising expense | 0 | 0 | 0 | |||||||||
Income (loss) from operations | 0 | 0 | (24.4) | |||||||||
Interest Income (Expense), Net | 0 | 0 | 0 | |||||||||
Net (loss) gain on extinguishments of long-term debt | 0 | 0 | 0 | |||||||||
Management fee | 0 | 0 | 0 | |||||||||
Gain on remeasurement of equity investment | 0 | |||||||||||
Other (expense) income, net | 0 | 0 | 0 | |||||||||
Income (loss) before income taxes | 0 | 0 | (24.4) | |||||||||
Income tax benefit (expense) | 0 | 0 | 9.2 | |||||||||
(Loss) income before equity in earnings (loss) of subsidiaries | 0 | 0 | (15.2) | |||||||||
Equity in earnings (loss) of subsidiaries | 403.1 | 244.9 | 148 | |||||||||
Net income (loss) | 403.1 | 244.9 | 132.8 | |||||||||
Subsidiary Issuer [Member] | ||||||||||||
Supplemental Guarantor Information [Line Items] | ||||||||||||
Revenue, Net | 0 | 0 | 0 | |||||||||
Cost of sales | 0 | 0 | 0 | |||||||||
Gross profit | 0 | 0 | 0 | |||||||||
Selling and administrative expenses | 114.5 | 112.8 | 103.9 | |||||||||
Advertising expense | 0 | 0 | 0 | |||||||||
Income (loss) from operations | (114.5) | (112.8) | (103.9) | |||||||||
Interest Income (Expense), Net | (158.3) | (197.7) | (250.6) | |||||||||
Net (loss) gain on extinguishments of long-term debt | (24.3) | (90.7) | (64) | |||||||||
Management fee | 4.2 | 3.9 | 4.3 | |||||||||
Gain on remeasurement of equity investment | 0 | |||||||||||
Other (expense) income, net | (11.1) | 1.2 | (0.5) | |||||||||
Income (loss) before income taxes | (304) | (396.1) | (414.7) | |||||||||
Income tax benefit (expense) | 103.3 | 141 | 142.2 | |||||||||
(Loss) income before equity in earnings (loss) of subsidiaries | (200.7) | (255.1) | (272.5) | |||||||||
Equity in earnings (loss) of subsidiaries | 603.8 | 500 | 420.5 | |||||||||
Net income (loss) | 403.1 | 244.9 | 148 | |||||||||
Guarantor Subsidiaries [Member] | ||||||||||||
Supplemental Guarantor Information [Line Items] | ||||||||||||
Revenue, Net | 12,151.2 | 11,542.3 | 10,293.3 | |||||||||
Cost of sales | 10,158.6 | 9,684.9 | 8,592.1 | |||||||||
Gross profit | 1,992.6 | 1,857.4 | 1,701.2 | |||||||||
Selling and administrative expenses | 1,020.9 | 962.3 | 957.3 | |||||||||
Advertising expense | 143.2 | 134 | 126.8 | |||||||||
Income (loss) from operations | 828.5 | 761.1 | 617.1 | |||||||||
Interest Income (Expense), Net | 2.3 | 0.1 | 0.2 | |||||||||
Net (loss) gain on extinguishments of long-term debt | 0 | 0 | 0 | |||||||||
Management fee | 0 | 0 | 0 | |||||||||
Gain on remeasurement of equity investment | 0 | |||||||||||
Other (expense) income, net | 1.6 | 1.5 | 1.2 | |||||||||
Income (loss) before income taxes | 832.4 | 762.7 | 618.5 | |||||||||
Income tax benefit (expense) | (307.2) | (278.1) | (209.5) | |||||||||
(Loss) income before equity in earnings (loss) of subsidiaries | 525.2 | 484.6 | 409 | |||||||||
Equity in earnings (loss) of subsidiaries | 0 | 0 | 0 | |||||||||
Net income (loss) | 525.2 | 484.6 | 409 | |||||||||
Non-Guarantor Subsidiaries [Member] | ||||||||||||
Supplemental Guarantor Information [Line Items] | ||||||||||||
Revenue, Net | 837.5 | 532.2 | 475.3 | |||||||||
Cost of sales | 714.3 | 468.3 | 416.2 | |||||||||
Gross profit | 123.2 | 63.9 | 59.1 | |||||||||
Selling and administrative expenses | 90.6 | 35.2 | 35.3 | |||||||||
Advertising expense | 4.6 | 4 | 4 | |||||||||
Income (loss) from operations | 28 | 24.7 | 19.8 | |||||||||
Interest Income (Expense), Net | (3.5) | 0.3 | 0.3 | |||||||||
Net (loss) gain on extinguishments of long-term debt | 0 | 0 | 0 | |||||||||
Management fee | (4.2) | (3.9) | (4.3) | |||||||||
Gain on remeasurement of equity investment | 98.1 | |||||||||||
Other (expense) income, net | 0.2 | 0 | 0.3 | |||||||||
Income (loss) before income taxes | 118.6 | 21.1 | 16.1 | |||||||||
Income tax benefit (expense) | (40) | (5.7) | (4.6) | |||||||||
(Loss) income before equity in earnings (loss) of subsidiaries | 78.6 | 15.4 | 11.5 | |||||||||
Equity in earnings (loss) of subsidiaries | 0 | 0 | 0 | |||||||||
Net income (loss) | 78.6 | 15.4 | 11.5 | |||||||||
Co-Issuer [Member] | ||||||||||||
Supplemental Guarantor Information [Line Items] | ||||||||||||
Revenue, Net | 0 | 0 | 0 | |||||||||
Cost of sales | 0 | 0 | 0 | |||||||||
Gross profit | 0 | 0 | 0 | |||||||||
Selling and administrative expenses | 0 | 0 | 0 | |||||||||
Advertising expense | 0 | 0 | 0 | |||||||||
Income (loss) from operations | 0 | 0 | 0 | |||||||||
Interest Income (Expense), Net | 0 | 0 | 0 | |||||||||
Net (loss) gain on extinguishments of long-term debt | 0 | 0 | 0 | |||||||||
Management fee | 0 | 0 | 0 | |||||||||
Gain on remeasurement of equity investment | 0 | |||||||||||
Other (expense) income, net | 0 | 0 | 0 | |||||||||
Income (loss) before income taxes | 0 | 0 | 0 | |||||||||
Income tax benefit (expense) | 0 | 0 | 0 | |||||||||
(Loss) income before equity in earnings (loss) of subsidiaries | 0 | 0 | 0 | |||||||||
Equity in earnings (loss) of subsidiaries | 0 | 0 | 0 | |||||||||
Net income (loss) | 0 | 0 | 0 | |||||||||
Consolidating Adjustments [Member] | ||||||||||||
Supplemental Guarantor Information [Line Items] | ||||||||||||
Revenue, Net | 0 | 0 | 0 | |||||||||
Cost of sales | 0 | 0 | 0 | |||||||||
Gross profit | 0 | 0 | 0 | |||||||||
Selling and administrative expenses | 0 | 0 | 0 | |||||||||
Advertising expense | 0 | 0 | 0 | |||||||||
Income (loss) from operations | 0 | 0 | 0 | |||||||||
Interest Income (Expense), Net | 0 | 0 | 0 | |||||||||
Net (loss) gain on extinguishments of long-term debt | 0 | 0 | 0 | |||||||||
Management fee | 0 | 0 | 0 | |||||||||
Gain on remeasurement of equity investment | 0 | |||||||||||
Other (expense) income, net | 0 | 0 | 0 | |||||||||
Income (loss) before income taxes | 0 | 0 | 0 | |||||||||
Income tax benefit (expense) | 0 | 0 | 0 | |||||||||
(Loss) income before equity in earnings (loss) of subsidiaries | 0 | 0 | 0 | |||||||||
Equity in earnings (loss) of subsidiaries | (1,006.9) | (744.9) | (568.5) | |||||||||
Net income (loss) | (1,006.9) | (744.9) | (568.5) | |||||||||
Consolidated [Member] | ||||||||||||
Supplemental Guarantor Information [Line Items] | ||||||||||||
Revenue, Net | 12,988.7 | 12,074.5 | 10,768.6 | |||||||||
Cost of sales | 10,872.9 | 10,153.2 | 9,008.3 | |||||||||
Gross profit | 2,115.8 | 1,921.3 | 1,760.3 | |||||||||
Selling and administrative expenses | 1,226 | 1,110.3 | 1,120.9 | |||||||||
Advertising expense | 147.8 | 138 | 130.8 | |||||||||
Income (loss) from operations | 742 | 673 | 508.6 | |||||||||
Interest Income (Expense), Net | (159.5) | (197.3) | (250.1) | |||||||||
Net (loss) gain on extinguishments of long-term debt | (24.3) | (90.7) | (64) | |||||||||
Management fee | 0 | 0 | 0 | |||||||||
Gain on remeasurement of equity investment | 98.1 | |||||||||||
Other (expense) income, net | (9.3) | 2.7 | 1 | |||||||||
Income (loss) before income taxes | 647 | 387.7 | 195.5 | |||||||||
Income tax benefit (expense) | (243.9) | (142.8) | (62.7) | |||||||||
(Loss) income before equity in earnings (loss) of subsidiaries | 403.1 | 244.9 | 132.8 | |||||||||
Equity in earnings (loss) of subsidiaries | 0 | 0 | 0 | |||||||||
Net income (loss) | $ 403.1 | $ 244.9 | $ 132.8 | |||||||||
[1] | Includes $75.0 million of IPO- and secondary-offering related expenses, as follows: Corporate $26.4 million; Public $14.4 million; Other $3.6 million; and Headquarters $30.6 million. For additional information relating to the IPO- and secondary-offering, see Note 10 (Stockholders’ Equity). |
Supplemental Guarantor Inform88
Supplemental Guarantor Information Condensed Consolidated Statements of Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Supplemental Guarantor Information [Line Items] | |||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ 358.6 | $ 234.6 | $ 126.1 |
Parent Guarantor [Member] | |||
Supplemental Guarantor Information [Line Items] | |||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 358.6 | 234.6 | 126.1 |
Subsidiary Issuer [Member] | |||
Supplemental Guarantor Information [Line Items] | |||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 358.6 | 234.6 | 141.3 |
Guarantor Subsidiaries [Member] | |||
Supplemental Guarantor Information [Line Items] | |||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 525.2 | 484.6 | 409 |
Non-Guarantor Subsidiaries [Member] | |||
Supplemental Guarantor Information [Line Items] | |||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 34.1 | 5.1 | 4.8 |
Co-Issuer [Member] | |||
Supplemental Guarantor Information [Line Items] | |||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 0 | 0 | 0 |
Consolidating Adjustments [Member] | |||
Supplemental Guarantor Information [Line Items] | |||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (917.9) | (724.3) | (555.1) |
Consolidated [Member] | |||
Supplemental Guarantor Information [Line Items] | |||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ 358.6 | $ 234.6 | $ 126.1 |
Supplemental Guarantor Inform89
Supplemental Guarantor Information Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Supplemental Guarantor Information [Line Items] | |||
Net cash provided by operating activities | $ 277.5 | $ 435 | $ 366.3 |
Capital expenditures | (90.1) | (55) | (47.1) |
Payments to Acquire Businesses, Net of Cash Acquired | (263.8) | 0 | 0 |
Payments to Acquire Equity Method Investments | 0 | (86.8) | 0 |
Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II | 0 | (20.9) | 0 |
Premium payments on interest rate cap agreements | (0.5) | (2.1) | 0 |
Net cash used in investing activities | (354.4) | (164.8) | (47.1) |
Proceeds from borrowings under revolving credit facility | 314.5 | 0 | 63 |
Proceeds from issuance of long-term debt | 525 | 1,175 | 1,535.2 |
Repayments of borrowings under revolving credit facility | (314.5) | 0 | (63) |
Repayments of long-term debt | (32.8) | (15.4) | (51.1) |
Payments to extinguish long-term debt | (525.3) | (1,299) | (2,047.4) |
Payments of debt financing costs | (6.8) | (21.9) | (6.1) |
Net change in accounts payable-inventory financing | 95.9 | 75.5 | 7.4 |
Payment of incentive compensation plan withholding taxes, employer portion | (4) | ||
Proceeds from Stock Options Exercised | 2.4 | 1.3 | 0 |
Net proceeds from issuance of common shares | 0 | 0 | 424.7 |
Payments for Repurchase of Common Stock | (241.3) | 0 | (0.2) |
Proceeds from Coworker Stock Purchase Plan | 8.7 | 5.8 | 0 |
Dividends paid | (52.9) | (33.6) | (7.3) |
Excess Tax Benefit from Share-based Compensation, Financing Activities | 0.6 | 0.3 | 0.6 |
Net cash used in financing activities | (226.5) | (112) | (168.3) |
Effect of exchange rate changes on cash and cash equivalents | (3.5) | (1.8) | (0.7) |
Net increase (decrease) in cash and cash equivalents | (306.9) | 156.4 | 150.2 |
Cash and cash equivalents - beginning of period | 344.5 | 188.1 | 37.9 |
Cash and cash equivalents - end of period | 37.6 | 344.5 | 188.1 |
Parent Guarantor [Member] | |||
Supplemental Guarantor Information [Line Items] | |||
Net cash provided by operating activities | 0.5 | 0 | (15.2) |
Capital expenditures | 0 | 0 | 0 |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | ||
Payments to Acquire Equity Method Investments | 0 | ||
Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II | 0 | ||
Premium payments on interest rate cap agreements | 0 | 0 | |
Net cash used in investing activities | 0 | 0 | 0 |
Proceeds from borrowings under revolving credit facility | 0 | 0 | |
Proceeds from issuance of long-term debt | 0 | 0 | 0 |
Repayments of borrowings under revolving credit facility | 0 | 0 | |
Repayments of long-term debt | 0 | 0 | 0 |
Payments to extinguish long-term debt | 0 | 0 | 0 |
Payments of debt financing costs | 0 | 0 | 0 |
Net change in accounts payable-inventory financing | 0 | 0 | 0 |
Payment of incentive compensation plan withholding taxes, employer portion | 0 | ||
Proceeds from Stock Options Exercised | 0 | 0 | |
Net proceeds from issuance of common shares | 424.7 | ||
Payments for Repurchase of Common Stock | (241.3) | ||
Proceeds from Coworker Stock Purchase Plan | 0 | 0 | |
Dividends paid | (52.9) | (33.6) | (7.3) |
Excess Tax Benefit from Share-based Compensation, Financing Activities | 0 | 0 | |
Advances to (from) affiliates | 293.7 | 33.6 | (402.2) |
Other financing activities | 0 | ||
Net cash used in financing activities | (0.5) | 0 | 15.2 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 | 0 |
Cash and cash equivalents - beginning of period | 0 | 0 | 0 |
Cash and cash equivalents - end of period | 0 | 0 | 0 |
Subsidiary Issuer [Member] | |||
Supplemental Guarantor Information [Line Items] | |||
Net cash provided by operating activities | (18.1) | (120.4) | (130.3) |
Capital expenditures | (75.4) | (47.9) | (40.8) |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | ||
Payments to Acquire Equity Method Investments | (86.8) | ||
Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II | (20.9) | ||
Premium payments on interest rate cap agreements | (0.5) | (2.1) | |
Net cash used in investing activities | (75.9) | (157.7) | (40.8) |
Proceeds from borrowings under revolving credit facility | 314.5 | 63 | |
Proceeds from issuance of long-term debt | 525 | 1,175 | 1,535.2 |
Repayments of borrowings under revolving credit facility | (314.5) | (63) | |
Repayments of long-term debt | (15.4) | (15.4) | (51.1) |
Payments to extinguish long-term debt | (525.3) | (1,299) | (2,047.4) |
Payments of debt financing costs | (6.8) | (21.9) | (6.1) |
Net change in accounts payable-inventory financing | 0 | 0 | 0 |
Payment of incentive compensation plan withholding taxes, employer portion | (4) | ||
Proceeds from Stock Options Exercised | 2.4 | 1.3 | |
Net proceeds from issuance of common shares | 0 | ||
Payments for Repurchase of Common Stock | 0 | ||
Proceeds from Coworker Stock Purchase Plan | 8.7 | 5.8 | |
Dividends paid | 0 | 0 | 0 |
Excess Tax Benefit from Share-based Compensation, Financing Activities | 0.6 | 0.3 | |
Advances to (from) affiliates | (196.5) | 581.9 | 892.6 |
Other financing activities | 0.4 | ||
Net cash used in financing activities | (207.3) | 428 | 319.6 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | (301.3) | 149.9 | 148.5 |
Cash and cash equivalents - beginning of period | 346.4 | 196.5 | 48 |
Cash and cash equivalents - end of period | 45.1 | 346.4 | 196.5 |
Guarantor Subsidiaries [Member] | |||
Supplemental Guarantor Information [Line Items] | |||
Net cash provided by operating activities | 350 | 547.7 | 508.8 |
Capital expenditures | (11.6) | (7.1) | (6.2) |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | ||
Payments to Acquire Equity Method Investments | 0 | ||
Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II | 0 | ||
Premium payments on interest rate cap agreements | 0 | 0 | |
Net cash used in investing activities | (11.6) | (7.1) | (6.2) |
Proceeds from borrowings under revolving credit facility | 0 | 0 | |
Proceeds from issuance of long-term debt | 0 | 0 | 0 |
Repayments of borrowings under revolving credit facility | 0 | 0 | |
Repayments of long-term debt | 0 | 0 | 0 |
Payments to extinguish long-term debt | 0 | 0 | 0 |
Payments of debt financing costs | 0 | 0 | 0 |
Net change in accounts payable-inventory financing | 96.1 | 75.5 | 7.4 |
Payment of incentive compensation plan withholding taxes, employer portion | (19.6) | ||
Proceeds from Stock Options Exercised | 0 | 0 | |
Net proceeds from issuance of common shares | 0 | ||
Payments for Repurchase of Common Stock | 0 | ||
Proceeds from Coworker Stock Purchase Plan | 0 | 0 | |
Dividends paid | 0 | 0 | 0 |
Excess Tax Benefit from Share-based Compensation, Financing Activities | 0 | 0 | |
Advances to (from) affiliates | (434.5) | (616.1) | (490.4) |
Other financing activities | 0 | ||
Net cash used in financing activities | (338.4) | (540.6) | (502.6) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 | 0 |
Cash and cash equivalents - beginning of period | 0 | 0 | 0 |
Cash and cash equivalents - end of period | 0 | 0 | 0 |
Non-Guarantor Subsidiaries [Member] | |||
Supplemental Guarantor Information [Line Items] | |||
Net cash provided by operating activities | 27.9 | 11.8 | 5.5 |
Capital expenditures | (3.1) | 0 | (0.1) |
Payments to Acquire Businesses, Net of Cash Acquired | (263.8) | ||
Payments to Acquire Equity Method Investments | 0 | ||
Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II | 0 | ||
Premium payments on interest rate cap agreements | 0 | 0 | |
Net cash used in investing activities | (266.9) | 0 | (0.1) |
Proceeds from borrowings under revolving credit facility | 0 | 0 | |
Proceeds from issuance of long-term debt | 0 | 0 | 0 |
Repayments of borrowings under revolving credit facility | 0 | 0 | |
Repayments of long-term debt | (17.4) | 0 | 0 |
Payments to extinguish long-term debt | 0 | 0 | 0 |
Payments of debt financing costs | 0 | 0 | 0 |
Net change in accounts payable-inventory financing | (0.2) | 0 | 0 |
Payment of incentive compensation plan withholding taxes, employer portion | (0.5) | ||
Proceeds from Stock Options Exercised | 0 | 0 | |
Net proceeds from issuance of common shares | 0 | ||
Payments for Repurchase of Common Stock | 0 | ||
Proceeds from Coworker Stock Purchase Plan | 0 | 0 | |
Dividends paid | 0 | 0 | 0 |
Excess Tax Benefit from Share-based Compensation, Financing Activities | 0 | 0 | |
Advances to (from) affiliates | 267.4 | 0.6 | 0 |
Other financing activities | 0 | ||
Net cash used in financing activities | 249.8 | 0.6 | (0.5) |
Effect of exchange rate changes on cash and cash equivalents | (3.5) | (1.8) | (0.7) |
Net increase (decrease) in cash and cash equivalents | 7.3 | 10.6 | 4.2 |
Cash and cash equivalents - beginning of period | 24.6 | 14 | 9.8 |
Cash and cash equivalents - end of period | 31.9 | 24.6 | 14 |
Co-Issuer [Member] | |||
Supplemental Guarantor Information [Line Items] | |||
Net cash provided by operating activities | 0 | 0 | 0 |
Capital expenditures | 0 | 0 | 0 |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | ||
Payments to Acquire Equity Method Investments | 0 | ||
Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II | 0 | ||
Premium payments on interest rate cap agreements | 0 | 0 | |
Net cash used in investing activities | 0 | 0 | 0 |
Proceeds from borrowings under revolving credit facility | 0 | 0 | |
Proceeds from issuance of long-term debt | 0 | 0 | 0 |
Repayments of borrowings under revolving credit facility | 0 | 0 | |
Repayments of long-term debt | 0 | 0 | 0 |
Payments to extinguish long-term debt | 0 | 0 | 0 |
Payments of debt financing costs | 0 | 0 | 0 |
Net change in accounts payable-inventory financing | 0 | 0 | 0 |
Payment of incentive compensation plan withholding taxes, employer portion | 0 | ||
Proceeds from Stock Options Exercised | 0 | 0 | |
Net proceeds from issuance of common shares | 0 | ||
Payments for Repurchase of Common Stock | 0 | ||
Proceeds from Coworker Stock Purchase Plan | 0 | 0 | |
Dividends paid | 0 | 0 | 0 |
Excess Tax Benefit from Share-based Compensation, Financing Activities | 0 | 0 | |
Advances to (from) affiliates | 0 | 0 | 0 |
Other financing activities | 0 | ||
Net cash used in financing activities | 0 | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 | 0 |
Cash and cash equivalents - beginning of period | 0 | 0 | 0 |
Cash and cash equivalents - end of period | 0 | 0 | 0 |
Consolidating Adjustments [Member] | |||
Supplemental Guarantor Information [Line Items] | |||
Net cash provided by operating activities | (82.8) | (4.1) | (2.5) |
Capital expenditures | 0 | 0 | 0 |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | ||
Payments to Acquire Equity Method Investments | 0 | ||
Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II | 0 | ||
Premium payments on interest rate cap agreements | 0 | 0 | |
Net cash used in investing activities | 0 | 0 | 0 |
Proceeds from borrowings under revolving credit facility | 0 | 0 | |
Proceeds from issuance of long-term debt | 0 | 0 | 0 |
Repayments of borrowings under revolving credit facility | 0 | 0 | |
Repayments of long-term debt | 0 | 0 | 0 |
Payments to extinguish long-term debt | 0 | 0 | 0 |
Payments of debt financing costs | 0 | 0 | 0 |
Net change in accounts payable-inventory financing | 0 | 0 | 0 |
Payment of incentive compensation plan withholding taxes, employer portion | 0 | ||
Proceeds from Stock Options Exercised | 0 | 0 | |
Net proceeds from issuance of common shares | 0 | ||
Payments for Repurchase of Common Stock | 0 | ||
Proceeds from Coworker Stock Purchase Plan | 0 | 0 | |
Dividends paid | 0 | 0 | 0 |
Excess Tax Benefit from Share-based Compensation, Financing Activities | 0 | 0 | |
Advances to (from) affiliates | 69.9 | 0 | 0 |
Other financing activities | 0 | ||
Net cash used in financing activities | 69.9 | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | (12.9) | (4.1) | (2.5) |
Cash and cash equivalents - beginning of period | (26.5) | (22.4) | (19.9) |
Cash and cash equivalents - end of period | (39.4) | (26.5) | (22.4) |
Consolidated [Member] | |||
Supplemental Guarantor Information [Line Items] | |||
Net cash provided by operating activities | 277.5 | 435 | 366.3 |
Capital expenditures | (90.1) | (55) | (47.1) |
Payments to Acquire Businesses, Net of Cash Acquired | (263.8) | ||
Payments to Acquire Equity Method Investments | (86.8) | ||
Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II | (20.9) | ||
Premium payments on interest rate cap agreements | (0.5) | (2.1) | |
Net cash used in investing activities | (354.4) | (164.8) | (47.1) |
Proceeds from borrowings under revolving credit facility | 314.5 | 63 | |
Proceeds from issuance of long-term debt | 525 | 1,175 | 1,535.2 |
Repayments of borrowings under revolving credit facility | (314.5) | (63) | |
Repayments of long-term debt | (32.8) | (15.4) | (51.1) |
Payments to extinguish long-term debt | (525.3) | (1,299) | (2,047.4) |
Payments of debt financing costs | (6.8) | (21.9) | (6.1) |
Net change in accounts payable-inventory financing | 95.9 | 75.5 | 7.4 |
Payment of incentive compensation plan withholding taxes, employer portion | (24.1) | ||
Proceeds from Stock Options Exercised | 2.4 | 1.3 | |
Net proceeds from issuance of common shares | 424.7 | ||
Payments for Repurchase of Common Stock | (241.3) | ||
Proceeds from Coworker Stock Purchase Plan | 8.7 | 5.8 | |
Dividends paid | (52.9) | (33.6) | (7.3) |
Excess Tax Benefit from Share-based Compensation, Financing Activities | 0.6 | 0.3 | |
Advances to (from) affiliates | 0 | 0 | 0 |
Other financing activities | 0.4 | ||
Net cash used in financing activities | (226.5) | (112) | (168.3) |
Effect of exchange rate changes on cash and cash equivalents | (3.5) | (1.8) | (0.7) |
Net increase (decrease) in cash and cash equivalents | (306.9) | 156.4 | 150.2 |
Cash and cash equivalents - beginning of period | 344.5 | 188.1 | 37.9 |
Cash and cash equivalents - end of period | $ 37.6 | $ 344.5 | $ 188.1 |
Selected Quarterly Financial 90
Selected Quarterly Financial Results (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Revenue, Net | $ 3,418.4 | $ 3,501.1 | $ 3,314 | $ 2,755.2 | $ 3,050.1 | $ 3,266.1 | $ 3,106 | $ 2,652.3 | $ 12,988.7 | $ 12,074.5 | $ 10,768.6 | |
Gross Profit | 557.6 | 567.2 | 534.5 | 456.5 | 491.9 | 507.3 | 496.9 | 425.2 | 2,115.8 | 1,921.3 | 1,760.3 | |
Income (loss) from operations | 179.9 | 204.6 | 205.9 | 151.6 | 164.3 | 184.7 | 188.2 | 135.8 | 742 | 673 | 508.6 | [1] |
Net income (loss) | $ 89.3 | $ 150.9 | $ 108.2 | $ 54.7 | $ 51.8 | $ 55.6 | $ 86.6 | $ 50.9 | $ 403.1 | $ 244.9 | $ 132.8 | |
Basic | $ 0.53 | $ 0.89 | $ 0.63 | $ 0.32 | $ 0.30 | $ 0.33 | $ 0.51 | $ 0.30 | $ 2.37 | $ 1.44 | $ 0.85 | |
Diluted | 0.52 | 0.88 | 0.63 | 0.32 | 0.30 | 0.32 | 0.50 | 0.30 | 2.35 | 1.42 | 0.84 | |
Common Stock, Dividends, Per Share, Cash Paid | $ 0.1075 | $ 0.0675 | $ 0.0675 | $ 0.0675 | $ 0.0675 | $ 0.0425 | $ 0.0425 | $ 0.0425 | $ 0.3100 | $ 0.1950 | $ 0.0425 | |
Corporate [Member] | ||||||||||||
Revenue, Net | $ 1,756.6 | $ 1,724.5 | $ 1,761.4 | $ 1,574 | $ 1,691 | $ 1,622.7 | $ 1,656.2 | $ 1,505.6 | ||||
Corporate [Member] | Medium/Large [Member] | ||||||||||||
Revenue, Net | 1,493.4 | 1,458.9 | 1,492.1 | 1,313.9 | 1,440.3 | 1,374.8 | 1,395.4 | 1,274.8 | ||||
Corporate [Member] | Small Business [Member] | ||||||||||||
Revenue, Net | 263.2 | 265.6 | 269.3 | 260.1 | 250.7 | 247.9 | 260.8 | 230.8 | ||||
Public [Member] | ||||||||||||
Revenue, Net | 1,277.3 | 1,468.1 | 1,374.2 | 1,005.8 | 1,169.1 | 1,468.8 | 1,271.6 | 969.9 | ||||
Public [Member] | Government [Member] | ||||||||||||
Revenue, Net | 513.7 | 488.6 | 385 | 288.6 | 440.8 | 441.3 | 313.1 | 254.2 | ||||
Public [Member] | Education [Member] | ||||||||||||
Revenue, Net | 338.3 | 579 | 546.1 | 343.6 | 342.6 | 632.8 | 527 | 321.6 | ||||
Public [Member] | Healthcare [Member] | ||||||||||||
Revenue, Net | 425.3 | 400.5 | 443.1 | 373.6 | 385.7 | 394.7 | 431.5 | 394.1 | ||||
Other [Member] | ||||||||||||
Revenue, Net | $ 384.5 | $ 308.5 | $ 178.4 | $ 175.4 | $ 190 | $ 174.6 | $ 178.2 | $ 176.8 | $ 1,046.8 | $ 719.6 | $ 644 | |
Income (loss) from operations | $ 43.1 | $ 32.9 | $ 27.2 | |||||||||
[1] | Includes $75.0 million of IPO- and secondary-offering related expenses, as follows: Corporate $26.4 million; Public $14.4 million; Other $3.6 million; and Headquarters $30.6 million. For additional information relating to the IPO- and secondary-offering, see Note 10 (Stockholders’ Equity). |
Subsequent Events Subsequent Ev
Subsequent Events Subsequent Events (Details) | Feb. 09, 2016$ / shares |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Common Stock, Dividends, Per Share, Declared | $ 0.1075 |
Valuation And Qualifying Acco92
Valuation And Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Allowance for Doubtful Accounts [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 5.7 | $ 5.4 | $ 5.4 |
Charged to Costs and Expenses | 4.2 | 5.4 | 2.8 |
Deductions | (3.9) | (5.1) | (2.8) |
Balance at End of Period | 6 | 5.7 | 5.4 |
Reserve for Sales Returns [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 5.1 | 5.1 | 4.4 |
Charged to Costs and Expenses | 34.4 | 36.2 | 35 |
Deductions | (34.6) | (36.2) | (34.3) |
Balance at End of Period | $ 4.9 | $ 5.1 | $ 5.1 |