Vca 10-Q 8 Aug 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Aug. 02, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	VCA INC
Entity Central Index Key	817,366
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Amendment Flag	false
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		81,269,757

Condensed, Consolidated Balance

Condensed, Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 119,052	$ 81,409
Trade accounts receivable, less allowance for uncollectible accounts of $22,781 and $23,440 at June 30, 2017 and December 31, 2016, respectively	86,323	85,593
Inventory	56,541	57,590
Prepaid expenses and other	42,721	44,752
Prepaid income taxes	0	11,705
Total current assets	304,637	281,049
Property and equipment, net	656,362	613,224
Goodwill	2,264,265	2,164,422
Other intangible assets, net	207,158	212,577
Notes receivable	2,196	2,147
Other	103,107	99,909
Total assets	3,537,725	3,373,328
Current liabilities:
Current portion of long-term obligations	49,347	38,320
Accounts payable	57,231	68,587
Accrued payroll and related liabilities	96,072	97,806
Income tax payable	4,732	0
Other accrued liabilities	93,053	91,783
Total current liabilities	300,435	296,496
Long-term obligations, net	1,325,411	1,309,397
Deferred income taxes, net	148,368	142,535
Other liabilities	47,472	44,560
Total liabilities	1,821,686	1,792,988
Commitments and contingencies
Redeemable noncontrolling interests	10,558	11,615
Preferred stock, par value $0.001, 11,000 shares authorized, none outstanding	0	0
VCA Inc. stockholders’ equity:
Common stock, par value $0.001, 175,000 shares authorized, 81,270 and 81,231 shares outstanding as of June 30, 2017 and December 31, 2016, respectively	81	81
Additional paid-in capital	40,985	32,157
Retained earnings	1,603,196	1,484,391
Accumulated other comprehensive loss	(37,075)	(45,406)
Total VCA Inc. stockholders’ equity	1,607,187	1,471,223
Noncontrolling interests	98,294	97,502
Total equity	1,705,481	1,568,725
Total liabilities and equity	$ 3,537,725	$ 3,373,328

Condensed, Consolidated Balanc3

Condensed, Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Current assets:
Allowance for uncollectible accounts	$ 22,781	$ 23,440
Commitments and contingencies
Liabilities and Equity
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	11,000,000	11,000,000
Preferred stock, shares outstanding	0	0
VCA Inc. stockholders’ equity:
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	175,000,000	175,000,000
Common stock, shares outstanding	81,270,000	81,231,000

Condensed, Consolidated Stateme

Condensed, Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Income Statement [Abstract]
Revenue		$ 743,132	$ 653,489	$ 1,421,383	$ 1,216,928
Direct costs		558,039	489,541	1,081,822	916,200
Gross profit		185,093	163,948	339,561	300,728
Selling, general and administrative expense		59,776	48,190	118,177	98,318
Net loss (gain) on sale or disposal of assets		230	(271)	480	292
Operating income (loss)		125,087	116,029	220,904	202,118
Interest expense, net		10,169	7,867	19,196	14,962
Debt retirement costs		0	1,600	0	1,600
Other income		(280)	(600)	(582)	(864)
Income before provision for income taxes		115,198	107,162	202,290	186,420
Provision for income taxes		44,774	40,736	79,413	72,272
Net income	[1]	70,424	66,426	122,877	114,148
Net income attributable to noncontrolling interests		2,712	2,376	4,072	3,871
Net income attributable to VCA Inc.		$ 67,712	$ 64,050	$ 118,805	$ 110,277
Basic earnings per share (in dollars per share)		$ 0.83	$ 0.79	$ 1.46	$ 1.36
Diluted earnings per share (in dollars per share)		$ 0.82	$ 0.78	$ 1.45	$ 1.35
Weighted-average shares outstanding for basic earnings per share (in shares)		81,267	80,835	81,256	80,806
Weighted-average shares outstanding for diluted earnings per share (in shares)		82,228	81,729	82,204	81,630
[1]	Includes approximately $1.8 million and $2.1 million of net income related to redeemable and mandatorily redeemable noncontrolling interests for the six months ended June 30, 2017 and 2016, respectively.

Condensed, Consolidated Statem5

Condensed, Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Statement of Comprehensive Income [Abstract]
Net income	[1]	$ 70,424	$ 66,426	$ 122,877	$ 114,148
Other comprehensive income:
Foreign currency translation adjustments		6,175	32	8,556	12,630
Other comprehensive income		6,175	32	8,556	12,630
Total comprehensive income		76,599	66,458	131,433	126,778
Comprehensive income attributable to noncontrolling interests	[1]	2,878	2,446	4,297	4,294
Comprehensive income attributable to VCA Inc.		$ 73,721	$ 64,012	$ 127,136	$ 122,484
[1]	Includes approximately $1.8 million and $2.1 million of net income related to redeemable and mandatorily redeemable noncontrolling interests for the six months ended June 30, 2017 and 2016, respectively.

Condensed, Consolidated Statem6

Condensed, Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Statement of Comprehensive Income [Abstract]
Net income related to redeemable and mandatorily redeemable noncontrolling interests	$ 1.8	$ 2.1

Condensed, Consolidated Statem7

Condensed, Consolidated Statements of Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Income	Noncontrolling Interests
Beginning Balances (in shares) at Dec. 31, 2015		80,764
Beginning Balances at Dec. 31, 2015	$ 1,257,034	$ 81	$ 19,708	$ 1,275,207	$ (50,034)	$ 12,072
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (excludes $1,300 and $827 during the six months ended June 30, 2016 and $969 and $810 during the six months ended June 30, 2017 related to redeemable and mandatorily redeemable noncontrolling interests, respectively)	112,021			110,277		1,744
Other comprehensive income (excludes $168 for the six months ended June 30, 2016 and $87 for the six months ended June 30, 2017 related to mandatorily redeemable noncontrolling interests)	12,462				12,207	255
Formation of noncontrolling interests	88,949					88,949
Distributions to noncontrolling interests	(1,166)					(1,166)
Purchase of noncontrolling interests (excludes $1,185 related to redeemable noncontrolling interests) in 2017	(3,730)		(1,822)			(1,908)
Share-based compensation	9,104		9,104
Issuance of common stock under stock incentive plans (in shares)		117
Issuance of common stock under stock incentive plans	1,122		1,122
Stock repurchases (in shares)		(18)
Stock repurchases	(843)		(843)
Excess tax benefit from share-based compensation	1,421		1,421
Other	(79)		6			(85)
Ending Balances (in shares) at Jun. 30, 2016		80,863
Ending Balances at Jun. 30, 2016	$ 1,476,295	$ 81	28,696	1,385,484	(37,827)	99,861
Beginning Balances (in shares) at Dec. 31, 2016	81,231	81,231
Beginning Balances at Dec. 31, 2016	$ 1,568,725	$ 81	32,157	1,484,391	(45,406)	97,502
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (excludes $1,300 and $827 during the six months ended June 30, 2016 and $969 and $810 during the six months ended June 30, 2017 related to redeemable and mandatorily redeemable noncontrolling interests, respectively)	121,098			118,805		2,293
Other comprehensive income (excludes $168 for the six months ended June 30, 2016 and $87 for the six months ended June 30, 2017 related to mandatorily redeemable noncontrolling interests)	8,469				8,331	138
Formation of noncontrolling interests	335					335
Distributions to noncontrolling interests	(983)					(983)
Purchase of noncontrolling interests (excludes $1,185 related to redeemable noncontrolling interests) in 2017	(216)		(216)
Share-based compensation	7,993		7,993
Issuance of common stock under stock incentive plans (in shares)		42
Issuance of common stock under stock incentive plans	90		90
Stock repurchases (in shares)		(3)
Stock repurchases	(129)		(129)
Other	$ 99		1,090			(991)
Ending Balances (in shares) at Jun. 30, 2017	81,270	81,270
Ending Balances at Jun. 30, 2017	$ 1,705,481	$ 81	$ 40,985	$ 1,603,196	$ (37,075)	$ 98,294

Condensed, Consolidated Statem8

Condensed, Consolidated Statements of Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Statement of Stockholders' Equity [Abstract]
Redeemable noncontrolling interests	$ 969	$ 1,300
Mandatorily redeemable noncontrolling interest	810	827
Other comprehensive income (loss) related to mandatorily redeemable noncontrolling interests	87	$ 168
Purchase of noncontrolling interests, portion attributable to redeemable noncontrolling interests	$ 1,185

Condensed, Consolidated Statem9

Condensed, Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands		6 Months Ended
		Jun. 30, 2017	Jun. 30, 2016
Cash flows from operating activities:
Net income	[1]	$ 122,877	$ 114,148
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		60,920	46,978
Amortization of debt issue costs		767	865
Provision for uncollectible accounts		4,319	2,891
Debt retirement costs		0	(1,600)
Net loss on sale or disposal of assets		480	292
Share-based compensation		7,993	9,104
Excess tax benefits from share-based compensation		0	(1,421)
Other		(1,332)	6,665
Changes in operating assets and liabilities:
Trade accounts receivable		(5,318)	(7,065)
Inventory, prepaid expenses and other assets		1,287	(15,607)
Accounts payable and other accrued liabilities		8,777	5,889
Accrued payroll and related liabilities		(1,936)	2,817
Income taxes		16,449	23,557
Net cash provided by operating activities		215,283	190,713
Cash flows from investing activities:
Business acquisitions, net of cash acquired		(123,852)	(540,878)
Property and equipment additions		(54,638)	(58,814)
Proceeds from sale of assets		1,747	282
Other		(7,900)	(4,924)
Net cash used in investing activities		(184,643)	(604,334)
Cash flows from financing activities:
Repayment of long-term obligations		(28,259)	(1,256,250)
Proceeds from issuance of long-term obligations		0	1,255,000
Repayment of revolving credit facility		(30,000)	0
Proceeds from revolving credit facility		70,000	435,000
Payment of financing costs		0	(3,829)
Distributions to noncontrolling interest partners		(2,333)	(2,554)
Purchase of noncontrolling interests		(1,401)	(3,730)
Proceeds from formation of noncontrolling interests		335	0
Proceeds from issuance of common stock under stock incentive plans		90	1,122
Excess tax benefits from share-based compensation		0	1,421
Stock repurchases		(129)	(843)
Other		(1,479)	(1,233)
Net cash provided by financing activities		6,824	424,104
Effect of currency exchange rate changes on cash and cash equivalents		179	313
Increase in cash and cash equivalents		37,643	10,796
Cash and cash equivalents at beginning of period		81,409	98,888
Cash and cash equivalents at end of period		119,052	109,684
Supplemental disclosures of cash flow information:
Interest paid		15,990	12,272
Income taxes paid		$ 62,727	$ 47,326
[1]	Includes approximately $1.8 million and $2.1 million of net income related to redeemable and mandatorily redeemable noncontrolling interests for the six months ended June 30, 2017 and 2016, respectively.

Nature of Operations

Nature of Operations	6 Months Ended
	Jun. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	Nature of Operations Our company, VCA Inc. (“VCA”) is a Delaware corporation formed in 1986 and is based in Los Angeles, California. We are an animal healthcare company with the following four operating segments: animal hospitals ("Animal Hospital"), veterinary diagnostic laboratories ("Laboratory"), veterinary medical technology ("Medical Technology"), and Camp Bow Wow Franchising, Inc. (f/k/a D.O.G. Enterprises, LLC ("Camp Bow Wow"). Our operating segments are aggregated into two reportable segments: Animal Hospital and Laboratory. Our Medical Technology and Camp Bow Wow operating segments are combined in our All Other category. See Note 9 , Lines of Business within these notes to unaudited condensed, consolidated financial statements. Our Animal Hospitals offer a full range of general medical and surgical services for companion animals. Our Animal Hospitals treat diseases and injuries, provide pharmaceutical products and perform a variety of pet-wellness programs, including health examinations, diagnostic testing, vaccinations, spaying, neutering and dental care. At June 30, 2017 , we operated or managed 812 animal hospitals throughout 43 states and five Canadian provinces. We operate a full-service veterinary diagnostic laboratory network serving all 50 states and certain areas in Canada. Our Laboratory network provides sophisticated testing and consulting services used by veterinarians in the detection, diagnosis, evaluation, monitoring, treatment and prevention of diseases and other conditions affecting animals. At June 30, 2017 , we operated 62 laboratories of various sizes located strategically throughout the United States and Canada. Our Medical Technology business sells digital radiography and ultrasound imaging equipment, provides education and training on the use of that equipment, provides consulting and mobile imaging services, and sells software and ancillary services to the veterinary market. Our Camp Bow Wow business franchises a premier provider of pet services including dog day care, overnight boarding, grooming and other ancillary services at specially designed pet care facilities, principally under the trademark Camp Bow Wow ® . As of June 30, 2017 , there were 132 Camp Bow Wow franchise locations operating in 33 states and one Canadian province. On May 1, 2016 , we acquired an 80% ownership interest in Companion Animal Practices, North America ("CAPNA"). CAPNA, founded in 2010 , and at the time of acquisition, operated a network of 56 free standing animal hospitals in 18 states. Accordingly, CAPNA's results of operations are included in our Animal Hospital segment. The practice of veterinary medicine is subject to seasonal fluctuation. In particular, demand for veterinary services is significantly higher during the warmer months because pets spend a greater amount of time outdoors where they are more likely to be injured and are more susceptible to disease and parasites. In addition, use of veterinary services may be affected by levels of flea infestation, heartworms and ticks, and the number of daylight hours. Merger Agreement On January 7, 2017 , we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MMI Holdings, Inc. (“Acquiror”), Venice Merger Sub Inc., a wholly owned subsidiary of Acquiror (“Merger Sub”), and, solely for purposes of Section 9.15 of the Merger Agreement, Mars, Incorporated (“Mars”), pursuant to which, among other things, at the closing of the merger, we will become a wholly-owned subsidiary of Acquiror (the “Merger”). The Merger is subject to satisfaction of a number of customary closing conditions contained in the Merger Agreement, including the receipt of the outstanding required regulatory approvals and discussed in detail in the definitive proxy statement filed with the U.S. Securities and Exchange Commission by VCA on February 15, 2017 (the “Definitive Proxy Statement”). The Merger Agreement and the Merger are described in greater detail in the Definitive Proxy Statement and other materials and documents filed with the SEC, all of which are available on the SEC’s website at www.sec.gov . The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement attached as Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on January 9, 2017 .

Basis of Presentation

Basis of Presentation	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation Our accompanying unaudited, condensed, consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements as permitted under applicable rules and regulations. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. The results of operations for the six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the full year ending December 31, 2017 . The year end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. For further information, refer to our audited consolidated financial statements and notes thereto included in our 2016 Annual Report on Form 10-K. The preparation of our condensed, consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed, consolidated financial statements and notes thereto. Actual results could differ from those estimates.

Goodwill and Other Long-Lived A

Goodwill and Other Long-Lived Assets	6 Months Ended
	Jun. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Other Long-Lived Assets	Goodwill and Other Long-Lived Assets Goodwill The following table presents the changes in the carrying amount of our goodwill for the six months ended June 30, 2017 (in thousands): Animal Hospital Laboratory All Other Total Balance as of December 31, 2016 Goodwill $ 2,047,894 $ 101,283 $ 145,302 $ 2,294,479 Accumulated impairment losses — — (130,057 ) (130,057 ) Subtotal 2,047,894 101,283 15,245 2,164,422 Goodwill acquired 109,090 — — 109,090 Foreign translation adjustment 6,301 16 — 6,317 Other (1) (15,564 ) — — (15,564 ) Balance as of June 30, 2017 Goodwill 2,147,721 101,299 145,302 2,394,322 Accumulated impairment losses — — (130,057 ) (130,057 ) Subtotal $ 2,147,721 $ 101,299 $ 15,245 $ 2,264,265 ____________________________ (1) "Other" consists primarily of measurement period adjustments and the sale of an animal hospital. 3. Goodwill and Other Long-Lived Assets, continued Other Intangible Assets Our acquisition related amortizable intangible assets as of June 30, 2017 and December 31, 2016 are as follows (in thousands): As of June 30, 2017 As of December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Non-contractual customer relationships $ 232,789 $ (78,875 ) $ 153,914 $ 218,847 $ (62,331 ) $ 156,516 Covenants not-to-compete 26,276 (9,847 ) 16,429 23,990 (7,580 ) 16,410 Favorable lease assets 6,509 (3,112 ) 3,397 9,451 (5,855 ) 3,596 Technology 1,377 (893 ) 484 1,377 (795 ) 582 Trademarks 30,752 (10,291 ) 20,461 30,144 (7,713 ) 22,431 Client lists 10 (2 ) 8 10 (1 ) 9 Franchise rights 11,730 (3,324 ) 8,406 11,730 (2,737 ) 8,993 Total $ 309,443 $ (106,344 ) $ 203,099 $ 295,549 $ (87,012 ) $ 208,537 The following table summarizes our aggregate amortization expense related to other intangible assets (in thousands): Three Months Ended Six Months Ended 2017 2016 2017 2016 Aggregate amortization expense $ 11,338 $ 9,798 $ 22,763 $ 16,026 The estimated amortization expense related to other intangible assets for the remainder of 2017 and each of the succeeding years thereafter, as of June 30, 2017 , is as follows (in thousands): Definite-lived intangible assets: Remainder of 2017 $ 22,782 2018 43,018 2019 39,864 2020 34,819 2021 24,485 Thereafter 38,131 Total $ 203,099 Indefinite-lived intangible assets: Trademarks 4,059 Total intangible assets $ 207,158

Acquisitions

Acquisitions	6 Months Ended
	Jun. 30, 2017
Business Combinations [Abstract]
Acquisitions	Acquisitions The table below reflects the activity related to the acquisitions and dispositions of our animal hospitals and laboratories during the six months ended June 30, 2017 and 2016 , respectively. Six Months Ended 2017 2016 Animal Hospitals: Acquisitions, excluding CAPNA in 2016 (1) 24 37 CAPNA (2) — 56 Acquisitions, merged (2 ) (3 ) Sold, closed or merged (5 ) (5 ) Net increase 17 85 Laboratories: New facilities 1 — Net increase 1 — ____________________________ (1) Includes additional independent animal hospitals that were acquired by CAPNA subsequent to its May 2016 acquisition. (2) On May 1, 2016, we acquired an 80% ownership interest in CAPNA. 4. Acquisitions, continued Animal Hospital Acquisitions, excluding CAPNA The purchase price allocations for some of the 2017 animal hospital acquisitions included in the table below are preliminary; however, adjustments, if any, are not expected to be material. The measurement periods for purchase price allocations do not exceed 12 months from the acquisition date. The following table summarizes the aggregate consideration and the allocation of the purchase price for our independent animal hospitals acquired during the six months ended June 30, 2017 and 2016 , respectively (in thousands): Six Months Ended 2017 2016 Consideration: Cash $ 123,889 $ 188,329 Cash acquired (37 ) (970 ) Cash, net of cash acquired $ 123,852 $ 187,359 Assumed debt 9,697 2,601 Holdbacks 2,255 4,148 Earn-outs 596 4,002 Fair value of total consideration transferred $ 136,400 $ 198,110 Allocation of the Purchase Price: Tangible assets $ 11,086 $ 21,521 Identifiable intangible assets (1) 16,560 24,325 Goodwill (2) 109,090 153,012 Other liabilities assumed (336 ) (437 ) Fair value of assets acquired and liabilities assumed $ 136,400 $ 198,421 Noncontrolling interest — (311 ) Total $ 136,400 $ 198,110 ____________________________ (1) Identifiable intangible assets include customer relationships, trademarks and covenants-not-to-compete. The weighted-average amortization period for the total identifiable intangible assets is approximately five years. The weighted-average amortization period for customer relationships, trademarks and covenants-not-to-compete is approximately five , seven and five years, respectively. (2) We expect that $99.8 million and $146.9 million of the goodwill recorded for these acquisitions, as of June 30, 2017 and 2016 , respectively, will be fully deductible for income tax purposes. 4. Acquisitions, continued 2016 CAPNA Acquisition On May 1, 2016 , we acquired an 80% ownership interest in CAPNA for a purchase price of $350.4 million . CAPNA, founded in 2010 , is located in Las Vegas, Nevada, and at the time of its acquisition, operated a network of 56 free standing animal hospitals in 18 states. The following table summarizes the purchase price and the final allocation of the purchase price (in thousands): Consideration: Cash $ 352,829 Cash acquired (3,405 ) Cash, net of cash acquired $ 349,424 Holdbacks 1,000 Fair value of total consideration transferred $ 350,424 Allocation of the Purchase Price: Tangible assets $ 36,381 Identifiable intangible assets (1) 102,300 Goodwill (2) 325,517 Other liabilities assumed (27,774 ) Fair value of assets acquired and liabilities assumed $ 436,424 Noncontrolling interest (86,000 ) Total $ 350,424 ____________________________ (1) Identifiable intangible assets primarily include customer relationships, trademarks and covenants-not-to-compete. The weighted-average amortization period for the total identifiable intangible assets is approximately seven years. The amortization periods for customer relationships, trademarks and covenants is seven years, five years and five years, respectively. (2) As of June 30, 2017, we expect that $262.2 million of goodwill recorded for this acquisition will be deductible for income tax purposes.

Other Accrued Liabilities

Other Accrued Liabilities	6 Months Ended
	Jun. 30, 2017
Payables and Accruals [Abstract]
Other Accrued Liabilities	Other Accrued Liabilities Other accrued liabilities consisted of the following at June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 December 31, 2016 Deferred revenue $ 23,702 $ 21,400 Holdbacks and earn-outs 14,225 20,823 Deferred rent 5,690 5,347 Accrued health insurance 5,548 4,818 Accrued worker's compensation 5,530 3,733 Miscellaneous accrued taxes (1) 4,855 2,966 Accrued accounting and legal fees 3,992 2,508 Accrued other insurance 2,744 6,169 Customer deposits 1,663 3,168 Accrued lease payments 1,571 1,409 Other 23,533 19,442 $ 93,053 $ 91,783 ____________________________ (1) Includes property, sales and use taxes.

Long-Term Obligations

Long-Term Obligations	6 Months Ended
	Jun. 30, 2017
Debt Disclosure [Abstract]
Long-Term Obligations	6. Long-Term Obligations Senior Credit Facility On June 29, 2016 , we entered into a New Senior Credit Facility with various lenders for approximately $1.7 billion of senior secured credit facilities with Bank of America, N.A., as the administrative agent, swingline lender and Letter of Credit issuer, and JPMorgan Chase Bank, N.A., Barclays Bank PLC, Suntrust Bank, and Wells Fargo Bank, N.A. as co-syndication agents (the "New Senior Credit Facility"). The New Senior Credit Facility replaced our previous senior credit facility which provided for $600 million of term notes and an $800 million revolving credit facility. The New Senior Credit Facility provides for $880 million of senior secured term notes and an $800 million senior secured revolving facility, which may be used to borrow, on a same-day notice under a swing line, the lesser of $25 million and the aggregate unused amount of the revolving credit facility then in effect. In addition to refinancing all outstanding amounts under our previous senior credit facility, borrowings under our New Senior Credit Facility may be used for general corporate purchases, including permitted share repurchases. At June 30, 2016 , we had $375 million in outstanding borrowings under the new senior secured revolving facility, which funds were used together with the proceeds from the $880 million of new senior secured term notes to refinance amounts outstanding under our previous senior credit facility. In connection with the New Senior Credit Facility, we incurred $3.8 million in financing costs, of which approximately $3.2 million were capitalized as deferred financing costs. The remaining $0.6 million of financing costs were expensed as debt retirement costs, along with an additional $1.0 million of previously capitalized deferred financing costs associated with lenders under our previous senior credit facility who are not lenders under our New Senior Credit Facility. In 2016, ASU 2015-03 and ASU 2015-15 were adopted. In accordance with ASU 2015-03, the table below presents debt issuance costs as a direct deduction from the face amount of the corresponding notes in the current period and retrospectively in the prior fiscal year end. 6. Long-Term Obligations, continued Long-term obligations consisted of the following at June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 December 31, 2016 Senior term notes Principal amount $ 858,000 $ 869,000 Less unamortized debt issuance costs (2,293 ) (2,605 ) Senior term notes less unamortized debt issuance costs, secured by assets, variable interest rate (2.73% and 2.28% at June 30, 2017 and December 31, 2016, respectively) (1) $ 855,707 $ 866,395 Revolving credit Principal amount $ 440,000 $ 400,000 Less unamortized debt issuance costs (3,638 ) (4,093 ) Revolving line of credit less unamortized debt issuance costs, secured by assets, variable interest rate (2.73% and 2.28% at June 30, 2017 and December 31, 2016, respectively) (1) $ 436,362 $ 395,907 Secured seller note Notes payable matures in 2017, secured by assets and stock of certain subsidiaries, with interest rate of 10.0% 230 230 Other Debt 1,418 1,801 Total debt obligations 1,293,717 1,264,333 Capital lease obligations 81,041 83,384 1,374,758 1,347,717 Less — current portion (49,347 ) (38,320 ) $ 1,325,411 $ 1,309,397 ____________________________ (1) Notes payable and the revolving line of credit at June 30, 2017 will mature in 2021 under the New Senior Credit Facility. Interest Rate. In general, borrowings under the New Senior Credit Facility (including swing line borrowings) bear interest, at our option, on either: • the base rate (as defined below) plus the applicable margin of 0.50% (Pricing Tier 3, see table below) per annum; or • the Eurodollar rate (as defined below), plus a margin of 1.50% (Pricing Tier 3, see table below) per annum Each of the aforementioned margins remain applicable until the date of delivery of the compliance certificate and the financial statements, for the period ended June 30, 2017 , at which time the applicable margin will be determined by reference to the leverage ratio in effect from time to time as set forth in the following table: 6. Long-Term Obligations, continued Pricing Tier Consolidated Leverage Ratio Applicable Margin for Eurodollar Loans/Letter of Credit Fees Applicable Margin for Base Rate Loans Commitment Fee 1 ≥ 3.50:1.00 2.00 % 1.00 % 0.40 % 2 < 3.50:1.00 and ≥ 2.75:1.00 1.75 % 0.75 % 0.35 % 3 < 2.75:1.00 and ≥ 1.75:1.00 1.50 % 0.50 % 0.30 % 4 < 1.75:1.00 and ≥ 1.00:1.00 1.25 % 0.25 % 0.25 % 5 < 1.00:1.00 1.00 % — % 0.25 % The base rate for the senior term notes is a rate per annum equal to the highest of the (a) Federal Funds Rate plus 0.5%, (b) Bank of America, N.A.'s ("Bank of America") prime rate in effect on such day, and (c) the Eurodollar rate plus 1.0%. The Eurodollar rate is defined as the rate per annum equal to the London Interbank Offered Rate ("LIBOR"), or a comparable or successor rate which is approved by Bank of America. Maturity and Principal Payments. The senior term notes mature on June 29, 2021 . Principal payments on the senior term notes are due in the amount of $11.0 million each calendar quarter from September 30, 2017 to and including June 30, 2019 , $16.5 million due each calendar quarter from September 30, 2019 to and including June 30, 2020 and $22.0 million due each calendar quarter thereafter with a final payment of the outstanding principal balance due upon maturity. The revolving credit facility has a per annum commitment fee determined by reference to the Leverage Ratio in effect from time to time and is applied to the unused portion of the commitment. The revolving credit facility matures on June 29, 2021 . Principal payments on the revolving credit facility are made at our discretion with the entire unpaid amount due at maturity. At June 30, 2017 , we had borrowings of $440.0 million under our revolving credit facility. The following table sets forth the scheduled principal payments for our senior credit facility (in thousands): 2017 2018 2019 2020 2021 Thereafter Senior term notes $ 22,000 $ 44,000 $ 55,000 $ 77,000 $ 660,000 $ — Revolving loans — — — — 440,000 — $ 22,000 $ 44,000 $ 55,000 $ 77,000 $ 1,100,000 $ — Guarantees and Security. We and each of our wholly-owned domestic subsidiaries guarantee the outstanding indebtedness under the New Senior Credit Facility. Any borrowings, along with the guarantees of the domestic subsidiaries, are further secured by a pledge of substantially all of our consolidated assets, including 65% of the voting equity and 100% of the non-voting equity interest in each of our foreign subsidiaries. Debt Covenants. The New Senior Credit Facility contains certain financial covenants pertaining to interest coverage and leverage ratios. In addition, the New Senior Credit Facility has restrictions pertaining to the payment of cash dividends on all classes of stock. At June 30, 2017 , we had a interest coverage ratio of 14.75 to 1.00, which was in compliance with the required ratio of no less than 3.00 to 1.00, and a leverage ratio of 2.59 to 1.00, which was in compliance with the required ratio of no more than 3.75 to 1.00.

Fair Value

Fair Value	6 Months Ended
	Jun. 30, 2017
Fair Value Disclosures [Abstract]
Fair Value	7. Fair Value Current fair value accounting guidance includes a hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs 7. Fair Value, continued reflect a reporting entity’s pricing based upon their own market assumptions. The current guidance establishes a three-tiered fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: • Level 1. Observable inputs such as quoted prices in active markets; • Level 2. Inputs, other than quoted prices, that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and • Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Non-Recurring Financial Measurements Non-financial assets such as property, plant and equipment, land, goodwill and intangible assets are subject to non-recurring fair value measurements if they are deemed to be impaired. The impairment models used for nonfinancial assets depend on the type of asset and are accounted for in accordance with FASB’s guidance on fair value measurement. During the quarter ended June 30, 2017 , there were no changes to our non-recurring fair value measurements. Fair Value of Financial Instruments The FASB accounting guidance requires disclosure of fair value information about financial instruments, whether or not recognized in the accompanying consolidated balance sheets. Fair value as defined by the guidance is 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. The fair value estimates of financial instruments are not necessarily indicative of the amounts we might pay or receive in actual market transactions. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. Cash and Cash Equivalents. These balances include cash and cash equivalents with maturities of less than three months. The carrying amount approximates fair value due to the short-term maturities of these instruments. Receivables, Less Allowance for Doubtful Accounts, Accounts Payable and Certain Other Accrued Liabilities. Due to their short-term nature, fair value approximates carrying value. Long-Term Debt. The fair value of debt at June 30, 2017 and December 31, 2016 is based upon the ask price quoted from an external source, which is considered a Level 2 input. The following table reflects the carrying value and fair value of our variable-rate long-term debt (in thousands): As of June 30, As of December 31, 2017 2016 Carrying Value Fair Value Carrying Value Fair Value Variable-rate long-term debt $ 1,298,000 $ 1,298,000 $ 1,269,000 $ 1,269,000

Calculation of Earnings per Sha

Calculation of Earnings per Share	6 Months Ended
	Jun. 30, 2017
Earnings Per Share [Abstract]
Calculation of Earnings per Share	Calculation of Earnings per Share Basic earnings per share is calculated by dividing net income by the weighted-average number of shares outstanding during the period. Diluted earnings per share is calculated by dividing net income attributable to VCA Inc. by the weighted- average number of common shares outstanding, after giving effect to all dilutive potential common shares outstanding during the period. Basic and diluted earnings per share were calculated as follows (in thousands, except per share amounts): Three Months Ended Six Months Ended 2017 2016 2017 2016 Net income attributable to VCA Inc. $ 67,712 $ 64,050 $ 118,805 $ 110,277 Weighted-average common shares outstanding: Basic 81,267 80,835 81,256 80,806 Effect of dilutive potential common shares: Stock options 361 295 361 294 Non-vested shares and units 600 599 587 530 Diluted 82,228 81,729 82,204 81,630 Basic earnings per common share $ 0.83 $ 0.79 $ 1.46 $ 1.36 Diluted earnings per common share $ 0.82 $ 0.78 $ 1.45 $ 1.35 For the three months ended June 30, 2017 and 2016 , potential common shares of 58,359 and 21,122 , respectively, were excluded from the computation of diluted earnings per share because their inclusion would have had an antidilutive effect. For the six months ended June 30, 2017 and 2016, potential common shares of 68,938 and 24,047 , respectively, were excluded from the computation of diluted earnings per share because their inclusion would have had an antidilutive effect. In March 2016, the FASB issued ASU 2016-09, “ Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, ”, requiring all tax benefits and tax deficiencies be recognized as income tax expense or benefit in the income statement. Since excess tax benefits are no longer recognized in additional paid-in capital, we amended our calculation of earnings per share to exclude the excess tax benefits that would be included in additional paid-in capital under the treasury stock method. We elected to adopt this standard prospectively effective January 1, 2017. The adoption of this standard did not have a material impact on the weighted average number of diluted shares outstanding during the period.

Lines of Business

Lines of Business	6 Months Ended
	Jun. 30, 2017
Segment Reporting [Abstract]
Lines of Business	Lines of Business Our Animal Hospital and Laboratory business segments are each considered reportable segments in accordance with the FASB's guidance related to Segment Reporting. Our Animal Hospital segment provides veterinary services for companion animals and sells related retail and pharmaceutical products. Our Laboratory segment provides diagnostic laboratory testing services for veterinarians, both associated with our animal hospitals and those independent of us. Our other operating segments included in the “All Other” category in the following tables are our Medical Technology business, which sells digital radiography and ultrasound imaging equipment, related computer hardware, software and ancillary services to the veterinary market, and our Camp Bow Wow business, which primarily franchises a premier provider of pet services including dog day care, overnight boarding, grooming and other ancillary services at specially designed pet care facilities. These operating segments do not meet the quantitative requirements for reportable segments. Our operating segments are strategic business units that have different services, products and/or functions. The segments are managed separately because each is a distinct and different business venture with unique challenges, risks and rewards. We also operate a corporate office that provides general and administrative support services for each of our segments. The accounting policies of our segments are the same as those described in the summary of significant accounting policies included in our 2016 Annual Report on Form 10-K. We evaluate the performance of our segments based on gross profit and operating income. For purposes of reviewing the operating performance of our segments, all intercompany sales and purchases are generally accounted for as if they were transactions with independent third parties at current market prices. 9. Lines of Business, continued The following is a summary of certain financial data for each of our segments (in thousands): Animal Hospital Laboratory All Other Corporate Eliminations Total Three Months Ended External revenue $ 628,798 $ 95,269 $ 18,225 $ — $ 840 $ 743,132 Intercompany revenue — 21,932 4,308 — (26,240 ) — Total revenue 628,798 117,201 22,533 — (25,400 ) 743,132 Direct costs 516,239 53,777 13,177 — (25,154 ) 558,039 Gross profit 112,559 63,424 9,356 — (246 ) 185,093 Selling, general and administrative expense 16,745 9,975 7,512 25,544 — 59,776 Operating income (loss) before sale or disposal of assets 95,814 53,449 1,844 (25,544 ) (246 ) 125,317 Net loss on sale or disposal of assets 225 3 2 — — 230 Operating income (loss) $ 95,589 $ 53,446 $ 1,842 $ (25,544 ) $ (246 ) $ 125,087 Depreciation and amortization $ 26,486 $ 3,173 $ 849 $ 715 $ (704 ) $ 30,519 Property and equipment additions $ 19,965 $ 5,042 $ 359 $ 1,259 $ (906 ) $ 25,719 Three Months Ended External revenue $ 540,376 $ 93,265 $ 18,656 $ — $ 1,192 $ 653,489 Intercompany revenue — 18,795 4,741 — (23,536 ) — Total revenue 540,376 112,060 23,397 — (22,344 ) 653,489 Direct costs 445,697 51,513 14,480 — (22,149 ) 489,541 Gross profit 94,679 60,547 8,917 — (195 ) 163,948 Selling, general and administrative expense 14,277 9,702 6,022 18,189 — 48,190 Operating income (loss) before sale or disposal of assets 80,402 50,845 2,895 (18,189 ) (195 ) 115,758 Net (gain) loss on sale or disposal of assets (132 ) (35 ) 3 (107 ) — (271 ) Operating income (loss) $ 80,534 $ 50,880 $ 2,892 $ (18,082 ) $ (195 ) $ 116,029 Depreciation and amortization $ 21,875 $ 2,839 $ 904 $ 668 $ (597 ) $ 25,689 Property and equipment additions $ 25,486 $ 4,750 $ 1,485 $ 2,336 $ (1,049 ) $ 33,008 9. Lines of Business, continued Animal Hospital Laboratory All Other Corporate Eliminations Total Six Months Ended External revenue $ 1,196,979 $ 185,818 $ 36,864 $ — $ 1,722 $ 1,421,383 Intercompany revenue — 42,531 8,238 — (50,769 ) — Total revenue 1,196,979 228,349 45,102 — (49,047 ) 1,421,383 Direct costs 998,110 105,332 27,060 — (48,680 ) 1,081,822 Gross profit 198,869 123,017 18,042 — (367 ) 339,561 Selling, general and administrative expense 34,356 19,881 14,152 49,788 — 118,177 Operating income (loss) before sale or disposal of assets 164,513 103,136 3,890 (49,788 ) (367 ) 221,384 Net loss on sale or disposal of assets 436 41 3 — — 480 Operating income (loss) $ 164,077 $ 103,095 $ 3,887 $ (49,788 ) $ (367 ) $ 220,904 Depreciation and amortization $ 53,144 $ 6,081 $ 1,678 $ 1,407 $ (1,390 ) $ 60,920 Property and equipment additions $ 39,568 $ 12,682 $ 1,477 $ 2,880 $ (1,969 ) $ 54,638 Six Months Ended External revenue $ 998,999 $ 182,505 $ 33,110 $ — $ 2,314 $ 1,216,928 Intercompany revenue — 36,282 9,700 — (45,982 ) — Total revenue 998,999 218,787 42,810 — (43,668 ) 1,216,928 Direct costs 830,903 101,524 26,983 — (43,210 ) 916,200 Gross profit 168,096 117,263 15,827 — (458 ) 300,728 Selling, general and administrative expense 26,362 19,998 11,321 40,637 — 98,318 Operating income (loss) before sale or disposal of assets 141,734 97,265 4,506 (40,637 ) (458 ) 202,410 Net loss (gain) on sale or disposal of assets 443 (35 ) 3 (119 ) — 292 Operating income (loss) $ 141,291 $ 97,300 $ 4,503 $ (40,518 ) $ (458 ) $ 202,118 Depreciation and amortization $ 39,448 $ 5,620 $ 1,787 $ 1,306 $ (1,183 ) $ 46,978 Property and equipment additions $ 44,030 $ 9,402 $ 2,092 $ 5,187 $ (1,897 ) $ 58,814 At June 30, 2017 Total assets $ 3,282,596 $ 350,220 $ 74,838 $ 1,970,760 $ (2,140,689 ) $ 3,537,725 At December 31, 2016 Total assets $ 3,137,177 $ 331,484 $ 74,752 $ 1,502,150 $ (1,672,235 ) $ 3,373,328

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies We have certain commitments including operating leases, purchase agreements and acquisition agreements. These items are discussed in detail in our consolidated financial statements and notes thereto included in our 2016 Annual Report on Form 10-K. We also have contingencies as follows: a. Earn-Out Payments We have contractual arrangements in connection with certain acquisitions, whereby additional cash may be paid to former owners of acquired companies upon fulfillment of specified financial criteria as set forth in the respective agreements. The amount to be paid cannot be determined until the earn-out periods have expired. If the specified financial criteria are satisfied, we will be obligated to pay an additional $ 9.3 million . In accordance with business combination accounting guidance, contingent consideration, such as earn-outs, are recognized as part of the consideration transferred on the acquisition date. A liability is initially recorded based upon its acquisition date fair value. The changes in fair value are recognized in earnings where applicable for each reporting period. The fair value is determined using a contractually stated formula using either a multiple of revenue or Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"). The formulas used to determine the estimated fair value are Level 3 inputs. The changes in fair value were immaterial to our condensed, consolidated financial statements taken as a whole. We recorded $8.7 million and $ 9.2 million in earn-out liabilities as of June 30, 2017 and December 31, 2016 , respectively, which are included in other accrued liabilities in our condensed, consolidated balance sheets. b. Legal Proceedings On May 29, 2013, a former veterinary assistant at one of our animal hospitals filed a purported class action lawsuit against us in the Superior Court of the State of California for the County of Los Angeles, titled Jorge Duran vs. VCA Animal Hospitals, Inc., et. al. The lawsuit seeks to assert claims on behalf of current and former veterinary assistants employed by us in California, and alleges, among other allegations, that we improperly failed to pay regular and overtime wages, improperly failed to provide proper meal and rest periods, and engaged in unfair business practices. The lawsuit seeks damages, statutory penalties, and other relief, including attorneys’ fees and costs. Plaintiff Duran moved to certify a meal period premium class, a rest period premium class and a class under California’s Business and Professions Code §§17200 et seq., on January 9, 2014. On May 7, 2014, we obtained partial summary judgment, dismissing four of eight claims of the complaint, including the claims for failure to pay regular and overtime wages. On June 24, 2015, the Court denied Plaintiff’s Motion. The plaintiff continues to have a Private Attorney Generals Act ("PAGA") claim. On or about January 10, 2017, VCA filed a motion to prevent Duran from pursuing his PAGA action. That motion is currently pending before the court. We intend to continue to vigorously defend against the remaining claim in this action. At this time, we are unable to estimate the reasonably possible loss or range of possible loss, but do not believe losses, if any, would have a material effect on our results of operations or financial position taken as a whole. On July 16, 2014, two additional former veterinary assistants filed a purported class action lawsuit against VCA in the Superior Court of the State of California for the County of Los Angeles, titled La Kimba Bradsbery and Cheri Brakensiek vs. Vicar Operating, Inc., et. al. The lawsuit seeks to assert claims on behalf of current and former veterinary assistants, kennel assistants, and client service representatives employed by us in California, and alleges, among other allegations, that VCA improperly failed to pay regular and overtime wages, improperly failed to provide proper meal and rest periods, improperly failed to pay reporting time pay, improperly failed to reimburse for certain business-related expenses, and engaged in unfair business practices. The lawsuit seeks damages, statutory penalties, and other relief, including attorneys’ fees and costs. This lawsuit and the Duran case above are related and are before the same Judge. In September 2014, the court issued an order staying the La Kimba Bradsbery lawsuit. On or about August 23, 2016, the Court lifted the stay and discovery is proceeding. We intend to vigorously defend against the Bradsbery action. At this time, we are unable to estimate the reasonably possible loss or range of possible loss, but do not believe losses, if any, would have a material effect on our results of operations or financial position taken as a whole. On March 12, 2014, an individual client who purchased goods and services from one of our animal hospitals filed a purported class action lawsuit against us in the United States District Court for the Northern District of California, titled Tony M. Graham vs. VCA Antech, Inc. and VCA Animal Hospitals, Inc. The lawsuit sought to assert claims on behalf of the plaintiff and other individuals who purchased similar goods and services from our animal hospitals and alleged, among other allegations, 10. Commitments and Contingencies, continued that we improperly charged such individuals for “biohazard waste management” in connection with the services performed. The lawsuit sought compensatory and punitive damages in unspecified amounts, and other relief, including attorneys' fees and costs. VCA successfully had the venue transferred to the Southern District of California. Plaintiffs filed their motion for class certification on February 12, 2016. On May 16, 2016, VCA filed its opposition to plaintiffs’ motion for class certification. On June 10, 2016, VCA filed a motion for summary judgment as to all of plaintiffs’ individual claims. The Honorable Christina Snyder issued her decision on September 12, 2016, granting Defendants’ summary judgment motion and denying Plaintiffs' motion for class certification as moot. On April 26, 2017, Plaintiffs filed their Appeal with the United States Court of Appeals for the Ninth Circuit. On June 26, 2017, VCA filed its opposition to the Appeal. The Appeal is currently pending. We intend to continue to vigorously defend this action. At this time, we are unable to estimate the reasonably possible loss or range of possible loss, but do not believe losses, if any, would have a material effect on our results of operations or financial position taken as a whole. On July 17, 2017, a former employee of our laboratory division filed a purported class action lawsuit against us in the Supreme Court of the State of New York for the County of Queens, titled Marvin Campbell vs. Antech Diagnostics, Inc. The lawsuit seeks to assert claims on behalf of current and former employees by us in New York, and alleges, among other allegations, that we improperly failed to pay regular and overtime wages. The lawsuit seeks damages and other relief, including attorneys’ fees and costs. We intend to vigorously defend this lawsuit. At this time, we are unable to estimate the reasonably possible loss or range of possible loss, but do not believe losses, if any, would have a material effect on our results of operations or financial position taken as a whole. Following the announcement of the execution of the Merger Agreement, three putative stockholder class action complaints were filed in the United States District Court for the Central District of California relating to the proposed Merger with Mars: (1) Hight vs. VCA Inc., et al., Case No. 5:14-cv-00289, filed February 15, 2017, which named the Company, the Company’s Board of Directors, Mars, Merger Sub and Acquiror, as defendants, and which alleges, among other allegations, that (a) the consideration to be paid to the Company’s stockholders in connection with the proposed Merger is inadequate, (b) the Company’s Board of Directors and management have a conflict of interest due to continued employment and/or change in control payments, (c) the proposed Merger contains deal protection devices that preclude other bidders from making successful competing offers for the Company, and (d) the disclosures included in the proxy statement filed by the Company contain materially false or misleading statements or omissions; (2) Moran vs. VCA Inc., et al., Case No. 2:17-cv-01502, filed February 23, 2017, which named the Company and the Company’s Board of Directors as defendants, and which alleges, among other allegations, that the disclosures included in the proxy statement filed by the Company contain materially false or misleading statements or omissions; and (3) Krieger vs. VCA Inc., et al., Case No. 2:17-cv-01790, filed March 6, 2017, which named the Company and the Company’s Board of Directors as defendants, and which alleges, among other allegations, that the disclosures included in the proxy statement filed by the Company contain materially false or misleading statements or omissions. On May 9, 2017, May 10, 2017 and May 16, 2017, the parties in the Moran, Krieger and Hight actions, respectively, filed stipulations to dismiss each of the respective actions with prejudice. Following the court’s orders granting the parties’ stipulations to dismiss each of the actions with prejudice, the court further ordered each of the actions fully resolved and closed for all purposes on July 31, 2017. In addition to the lawsuits described above, we are party to ordinary routine legal proceedings and claims incidental to our business, but we are not currently a party to any legal proceeding that we believe would have a material adverse effect on our financial position, results of operations, or cash flows.

Noncontrolling Interests

Noncontrolling Interests	6 Months Ended
	Jun. 30, 2017
Noncontrolling Interest [Abstract]
Noncontrolling Interests	Noncontrolling Interests We own some of our animal hospitals in partnerships with noncontrolling interest holders. We consolidate our partnerships in our condensed, consolidated financial statements because our ownership interest in these partnerships is equal to or greater than 50.1% and we control these entities. We record noncontrolling interest in income of subsidiaries equal to our partners’ percentage ownership of the partnerships’ income. We also record changes in the redemption value of our redeemable noncontrolling interests in net income attributable to noncontrolling interests in our condensed, consolidated statements of income. We reflect our noncontrolling partners’ cumulative share in the equity of the respective partnerships as either noncontrolling interests in equity, mandatorily redeemable noncontrolling interests in other liabilities, or redeemable noncontrolling interests in temporary equity (mezzanine) in our condensed, consolidated balance sheets. a. Mandatorily Redeemable Noncontrolling Interests The terms of some of our partnership agreements require us to purchase the partner’s equity in the partnership in the event of the partner’s death. We report these redeemable noncontrolling interests at their estimated redemption value, which approximates fair value, and classify them as liabilities due to the certainty of the related event. Estimated redemption value is determined using either a contractually stated formula or a discounted cash flow technique, both of which are used as an approximation of fair value. The discounted cash flow inputs used to determine the redemption value are Level 3 and include forecasted growth rates, valuation multiples, and the weighted average cost of capital. We recognize changes in the obligation as interest cost in our condensed, consolidated statements of income. The following table provides a summary of mandatorily redeemable noncontrolling interests included in other liabilities in our condensed, consolidated balance sheets (in thousands): Income Statement Impact Mandatorily Redeemable Noncontrolling Interests Balance as of December 31, 2015 $ 8,588 Noncontrolling interest expense $ 827 Redemption value change 16 843 Distributions to noncontrolling interest partners (761 ) Currency translation adjustment 168 Balance as of June 30, 2016 $ 8,838 Balance as of December 31, 2016 $ 10,379 Noncontrolling interest expense $ 810 Redemption value change (23 ) 787 Sale of noncontrolling interests (363 ) Distributions to noncontrolling interest partners (677 ) Currency translation adjustment 87 Balance as of June 30, 2017 $ 10,213 11. Noncontrolling Interests, continued b. Redeemable Noncontrolling Interests We also enter into partnership agreements whereby the noncontrolling interest partner is issued certain “put” rights. These rights are normally exercisable at the sole discretion of the noncontrolling interest partner. We report these redeemable noncontrolling interests at their estimated redemption value and classify them in temporary equity (mezzanine). We recognize changes in the obligation in net income attributable to noncontrolling interests in our condensed, consolidated statements of income. The following table provides a summary of redeemable noncontrolling interests (in thousands): Income Statement Impact Redeemable Noncontrolling Interests Balance as of December 31, 2015 $ 11,511 Noncontrolling interest expense $ 820 Redemption value change 480 1,300 Distributions to noncontrolling interest partners (758 ) Balance as of June 30, 2016 $ 12,053 Balance as of December 31, 2016 $ 11,615 Noncontrolling interest expense $ 784 Redemption value change 185 969 Purchase of noncontrolling interests (1,185 ) Distributions to noncontrolling interest partners (793 ) Other (48 ) Balance as of June 30, 2017 $ 10,558

Recent Accounting Pronouncement

Recent Accounting Pronouncements	6 Months Ended
	Jun. 30, 2017
Accounting Changes and Error Corrections [Abstract]
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2017, the FASB issued Accounting Standards Update (ASU) 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting,” to provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The Board has determined that an entity should account for the effects of a modification unless all the following are met: 1) The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification. 2) The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified. 3) The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. These amendments should eliminate the diversity in practice in the accounting for modifications. The effective date and transition requirements of this ASU for public entities are effective for annual or any interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted for interim or annual reporting periods for which financial statements have not been issued. The amendments in this update should be applied prospectively to an award modified on or after the adoption date. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” to simplify how an entity is required to test goodwill for impairment. The Board has eliminated Step 2, where an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. An entity will no longer determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Instead, an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. These amendments should reduce the cost and complexity of evaluating goodwill for impairment. The effective date and transition requirements of this ASU for public entities are effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-03, “ Accounting Changes and Error Corrections (Topic 250) and Investments-Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings (SEC Update). ” The SEC Staff Announcement applies to ASU 2014- 09 , Revenue from Contracts with Customers (Topic 606) ; ASU 2016-02, Leases (Topic 842) ; and ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The effective dates and transition requirements of this Update are different for each Topic included. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, “ Business Combination (Topic 805) Clarifying the Definition of a Business, ” to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This clarification is needed since the definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The effective date and transition requirements of this ASU for public entities are effective for fiscal years beginning after December 12. Recent Accounting Pronouncements, continued 15, 2017, including interim periods within those fiscal years, with early adoption permitted. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements. In December 2016, the FASB issued Accounting Standards Update ("ASU") 2016-20, “ Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” as part of the Board’s ongoing project on its agenda about Technical Corrections and Improvements to clarify the Codification or to correct unintended application of guidance. A separate Update for technical corrections and improvements to Topic 606 and other Topics amended by Update 2014-09 was issued to increase awareness of the proposals and to expedite improvements to Update 2014-09. This Update affects various areas of ASU 2014-09 including: Loan Guarantee Fees, Contract Costs-Impairment Testing, Contract Costs-Interaction of Impairment Testing with Guidance in Other Topics, Scope of Topic 606, Disclosure of Remaining Performance Obligations, Disclosure of Prior-Period Performance Obligations, Contract Modifications Example, Contract Asset versus Receivable, Refund Liability, and Advertising Costs. The effective date and transition requirements of this ASU for public entities would be the same as the effective date for ASU 2014-09 as amended by ASU 2015-04, which are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements. In December 2016, the FASB issued ASU 2016-19, “ Technical Corrections and Improvements ,” that affect a wide variety of Topics in the Accounting Standards Codification (ASC) including amendments to Subtopic 350-40, Intangibles-Goodwill and Other- Internal-Use Software, Subtopic 360-20, Property, Plant, and Equipment- Real Estate Sales, Topic 820, Fair Value Measurement, Subtopic 405-40, Liabilities-Obligations Resulting from Joint and Several Liability Arrangements, Subtopic 860-20, Transfers and Servicing-Sales of Financial Assets, Subtopic 860-50, Transfers and Servicing-Servicing Assets and Liabilities . The amendments in this Update represent changes to clarify, correct errors, or make minor improvements to the ASC, making it easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. Most of the amendments in this Update do not require transition guidance and are effective upon issuance of this Update. For the six amendments mentioned above, early adoption is permitted. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, “ Statement of Cash Flows (Topic 230): Restricted Cash ,” to address the diversity that exists on how entities classify and present changes in restricted cash or restricted cash equivalents on the statement of cash flows. Other than limited guidance for not-for-profit entities, current GAAP does not include specific guidance on the cash flow classification and presentation of changes in restricted cash or restricted cash equivalents. The amendments in this update now provide guidance on the presentation of restricted cash or restricted cash equivalents in the statement of cash flows. This ASU is effective for public entities for annual periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. The amendments should be applied using a retrospective transition method to each period presented. We do not believe that the adoption of this ASU will have a significant impact on our consolidated financial statements. In October 2016, the FASB issued ASU 2016-16, “ Income Taxes (Topic 710) Intra-Entity Transfers of Assets Other Than Inventory, ” to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. While current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party, this ASU requires the entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this Update are part of the Board’s Simplification initiative and align the recognition of income tax consequences for intra-entity transfers of assets other than inventory with International Financial Reporting Standards (IFRS). The effective date and transition requirements of this ASU for public entities are effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods, with early adoption permitted. The amendments should be applied using a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, ” to provide guidance on eight specific cash flow issues where current GAAP is unclear or does not have specific guidance. The cash flow issues covered by this ASU are: 1) debt prepayment or debt extinguishment costs; 2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation 12. Recent Accounting Pronouncements, continued to the effective interest rate of the borrowing; 3) contingent consideration payments made after a business combination; 4) proceeds from the settlement of insurance claims; 5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; 6) distributions received from equity method investees; 7) beneficial interests in securitization transactions; and 8) separately identifiable cash flows and application of the predominance principle. The effective date and transition requirements of this ASU for public entities are effective for annual periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company has begun to evaluate the impact of the new standard on our financial results and we do not believe that the adoption of this ASU will have a significant impact on our consolidated financial statements. Issues 1), 3) and 8) will retain the same accounting treatment as used in our Consolidated Statement of Cash Flows and therefore are expected to have no impact on our consolidated financial statements. Issues 2), 4) and 7) do not have an impact on our consolidated financial statements for the current reporting period as we did not have these types of items. We have evaluated issues 5) and 6) and have determined that for the current reporting period, the potential impact from the adoption of this ASU would not have been material to our consolidated financial statements. In May 2016, the FASB issued ASU 2016-12, “ Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, ” to improve the guidance on Topic 606 in assessing collectibility, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. The effective date and transition requirements of this ASU are the same as ASU 2014-09. Since the effective date of ASU 2014-09 was deferred by ASU 2015-14 by one year, ASU 2014-09 and ASU 2016-10 are effective for annual periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted only as of annual periods beginning after December 15, 2016, including interim periods within that reporting period. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements. (Please see a more detailed description of our status with respect to the implementation of this standard under the discussion of ASU 2014-9) In April 2016, the FASB issued ASU 2016-10, “ Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, ” to clarify some issues on Topic 606 that arose on the identifying performance obligations and the licensing implementation guidance. The effective date and transition requirements of this ASU are the same as ASU 2014-09. Since the effective date of ASU 2014-09 was deferred by ASU 2015-14 by one year, ASU 2014-09 and ASU 2016-10 are effective for annual periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted only as of annual periods beginning after December 15, 2016, including interim periods within that reporting period. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements. (Please see a more detailed description of our status with respect to the implementation of this standard under the discussion of ASU 2014-9) In March 2016, the FASB issued ASU 2016-09, “ Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” as part of the Board’s Simplification Initiative. The Update requires that all excess tax benefits and tax deficiencies be recognized in the income statement as discrete tax items in the interim period in which they occur, clarifies that employee taxes paid when an employer withholds shares for tax purposes should be presented on the statement of cash flows as a financing activity, and changes the presentation of excess tax benefits on the statement of cash flows to be classified along with other income tax cash flows as an operating activity. It also provides for a policy election to either estimate the number of awards expected to vest or account for forfeitures when they occur. This new accounting guidance is effective for public companies for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. We adopted the applicable provisions of ASU 2016-09 effective January 1, 2017 as follows: • The amendment requiring excess tax benefits to be recorded in the income statement has been applied prospectively effective January 1, 2017. Amounts previously recorded to additional paid in capital related to windfall tax benefits prior to January 1, 2017 remain in equity, and the December 31, 2016 balance sheet has not been adjusted. • The amendment eliminating the requirement that excess tax benefits must be realized (through a reduction in income taxes payable) prior to recognition has been applied prospectively. As of January 1, 2017, we do not have unrecognized excess tax benefits. 12. Recent Accounting Pronouncements, continued • The amendment requiring exclusion of excess tax benefits from the computation of assumed proceeds under the treasury stock method when calculating earnings per share has been applied prospectively effective January 1, 2017. Earnings per share for the three and six months ended June 30, 2016 have not been adjusted. • The amendment requiring presentation of excess tax benefits to be classified along with other income tax cash flows as an operating activity on the statement of cash flows rather than as a financing activity has been applied prospectively effective January 1, 2017. The statement of cash flows for the six months ended June 30, 2016 has not been adjusted. • We have elected not to change our policy to estimate the number of forfeitures expected to occur. The adoption of this ASU did not have a significant impact on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-08, “ Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). ” The amendments in this Update affect the guidance in Accounting Standards Update 2014-09 , "Revenue from Contracts with Customers (Topic 606)," which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements of Update 2014-09. (Please see a more detailed description of our status with respect to the implementation of this standard under the discussion of ASU 2014-9) In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842) Section A-Leases: Amendments to the FASB Accounting Standards Codification®; Section B-Conforming Amendments Related to Leases: Amendments to the FASB Accounting Standards Codification®; Section C-Background Information and Basis for Conclusions.” The amendments in this Update affect any entity that enters into a lease with some specified scope exemptions and supersedes Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP which did not require lease assets and lease liabilities to be recognized for most leases. The lease assets and lease liabilities arising from operating leases should be recognized in the statement of financial position. A lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. When measuring assets and liabilities arising from a lease, a lessee (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. We have made progress toward completing our evaluation of potential changes from adopting the new standard on our leasing activities and continue to evaluate the impact of the adoption of this new guidance on our consolidated financial statements. We expect to have our evaluation completed by the end of 2017. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” An entity should present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk if the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. For public business entities, this Update is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. We do not expect this adoption to have a significant impact on our consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers." This new standard will replace most existing revenue recognition guidance in U.S. GAAP. The core principle of the ASU is the recognition of revenue for the transfer of goods or services equal to the amount an entity expects to receive for those goods and services. This ASU requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and estimates and changes in those estimates. In August 2015, the FASB issued ASU 2015-14, " Revenue from Contracts with Customers: Deferral of the Effective Date" that delayed the effective date of ASU 2014-09 by one year to January 1, 2018, as the Company’s annual reporting period begins after December 15, 2017. The Company has begun to analyze the impact of the new standard on its financial results based on an inventory of the Company’s current contracts with customers. The Company has obtained an understanding of the new standard and currently believes that it will retain much of the same accounting treatment as used to recognize revenue under current standards. 12. Recent Accounting Pronouncements, continued Revenue on a significant portion of our contracts is currently recognized at the time the related services are rendered. Under the new standard the Company will continue to recognize revenue on these contracts using a similar approach as the performance obligations, transaction prices and related allocations are not expected to differ in comparison to the new standard. In certain other cases we defer revenue related to multiple element arrangements. Based on the contracts currently in place, the Company does not anticipate a significant acceleration or deferral of revenue upon applying the new standard to its current contracts under these fact patterns. The Company continues to evaluate the impact of ASU 2014-09 on our financial results and prepare for the adoption of the standard on January 1, 2018, including readying its internal processes and control environment for new requirements, particularly around enhanced disclosures, under the new standard. The standard allows for both retrospective and modified retrospective methods of adoption. The Company is in the process of determining the method of adoption it will elect and the impact on our consolidated financial statements and footnote disclosures, and will continue to provide enhanced disclosures as we continue our assessment.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2017
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Subsequent to June 30, 2017, we acquired six hospitals for an estimated total consideration of $ 35.4 million , with acquired annual revenues of $22.0 million . On August 5, 2017, we sold our 19.9% minority interest in Vetstreet, LLC, for $9.6 million .

Basis of Presentation (Policies

Basis of Presentation (Policies)	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
Segment Reporting	The accounting policies of our segments are the same as those described in the summary of significant accounting policies included in our 2016 Annual Report on Form 10-K. We evaluate the performance of our segments based on gross profit and operating income. For purposes of reviewing the operating performance of our segments, all intercompany sales and purchases are generally accounted for as if they were transactions with independent third parties at current market prices.
Noncontrolling Interests	We own some of our animal hospitals in partnerships with noncontrolling interest holders. We consolidate our partnerships in our condensed, consolidated financial statements because our ownership interest in these partnerships is equal to or greater than 50.1% and we control these entities. We record noncontrolling interest in income of subsidiaries equal to our partners’ percentage ownership of the partnerships’ income. We also record changes in the redemption value of our redeemable noncontrolling interests in net income attributable to noncontrolling interests in our condensed, consolidated statements of income. We reflect our noncontrolling partners’ cumulative share in the equity of the respective partnerships as either noncontrolling interests in equity, mandatorily redeemable noncontrolling interests in other liabilities, or redeemable noncontrolling interests in temporary equity (mezzanine) in our condensed, consolidated balance sheets.
Noncontrolling Interest [Line Items]
Recent Accounting Pronouncements	In May 2017, the FASB issued Accounting Standards Update (ASU) 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting,” to provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The Board has determined that an entity should account for the effects of a modification unless all the following are met: 1) The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification. 2) The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified. 3) The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. These amendments should eliminate the diversity in practice in the accounting for modifications. The effective date and transition requirements of this ASU for public entities are effective for annual or any interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted for interim or annual reporting periods for which financial statements have not been issued. The amendments in this update should be applied prospectively to an award modified on or after the adoption date. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” to simplify how an entity is required to test goodwill for impairment. The Board has eliminated Step 2, where an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. An entity will no longer determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Instead, an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. These amendments should reduce the cost and complexity of evaluating goodwill for impairment. The effective date and transition requirements of this ASU for public entities are effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-03, “ Accounting Changes and Error Corrections (Topic 250) and Investments-Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings (SEC Update). ” The SEC Staff Announcement applies to ASU 2014- 09 , Revenue from Contracts with Customers (Topic 606) ; ASU 2016-02, Leases (Topic 842) ; and ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The effective dates and transition requirements of this Update are different for each Topic included. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, “ Business Combination (Topic 805) Clarifying the Definition of a Business, ” to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This clarification is needed since the definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The effective date and transition requirements of this ASU for public entities are effective for fiscal years beginning after December 12. Recent Accounting Pronouncements, continued 15, 2017, including interim periods within those fiscal years, with early adoption permitted. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements. In December 2016, the FASB issued Accounting Standards Update ("ASU") 2016-20, “ Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” as part of the Board’s ongoing project on its agenda about Technical Corrections and Improvements to clarify the Codification or to correct unintended application of guidance. A separate Update for technical corrections and improvements to Topic 606 and other Topics amended by Update 2014-09 was issued to increase awareness of the proposals and to expedite improvements to Update 2014-09. This Update affects various areas of ASU 2014-09 including: Loan Guarantee Fees, Contract Costs-Impairment Testing, Contract Costs-Interaction of Impairment Testing with Guidance in Other Topics, Scope of Topic 606, Disclosure of Remaining Performance Obligations, Disclosure of Prior-Period Performance Obligations, Contract Modifications Example, Contract Asset versus Receivable, Refund Liability, and Advertising Costs. The effective date and transition requirements of this ASU for public entities would be the same as the effective date for ASU 2014-09 as amended by ASU 2015-04, which are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements. In December 2016, the FASB issued ASU 2016-19, “ Technical Corrections and Improvements ,” that affect a wide variety of Topics in the Accounting Standards Codification (ASC) including amendments to Subtopic 350-40, Intangibles-Goodwill and Other- Internal-Use Software, Subtopic 360-20, Property, Plant, and Equipment- Real Estate Sales, Topic 820, Fair Value Measurement, Subtopic 405-40, Liabilities-Obligations Resulting from Joint and Several Liability Arrangements, Subtopic 860-20, Transfers and Servicing-Sales of Financial Assets, Subtopic 860-50, Transfers and Servicing-Servicing Assets and Liabilities . The amendments in this Update represent changes to clarify, correct errors, or make minor improvements to the ASC, making it easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. Most of the amendments in this Update do not require transition guidance and are effective upon issuance of this Update. For the six amendments mentioned above, early adoption is permitted. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, “ Statement of Cash Flows (Topic 230): Restricted Cash ,” to address the diversity that exists on how entities classify and present changes in restricted cash or restricted cash equivalents on the statement of cash flows. Other than limited guidance for not-for-profit entities, current GAAP does not include specific guidance on the cash flow classification and presentation of changes in restricted cash or restricted cash equivalents. The amendments in this update now provide guidance on the presentation of restricted cash or restricted cash equivalents in the statement of cash flows. This ASU is effective for public entities for annual periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. The amendments should be applied using a retrospective transition method to each period presented. We do not believe that the adoption of this ASU will have a significant impact on our consolidated financial statements. In October 2016, the FASB issued ASU 2016-16, “ Income Taxes (Topic 710) Intra-Entity Transfers of Assets Other Than Inventory, ” to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. While current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party, this ASU requires the entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this Update are part of the Board’s Simplification initiative and align the recognition of income tax consequences for intra-entity transfers of assets other than inventory with International Financial Reporting Standards (IFRS). The effective date and transition requirements of this ASU for public entities are effective for annual reporting periods beginning after December 15, 2017, including interim periods within those reporting periods, with early adoption permitted. The amendments should be applied using a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, ” to provide guidance on eight specific cash flow issues where current GAAP is unclear or does not have specific guidance. The cash flow issues covered by this ASU are: 1) debt prepayment or debt extinguishment costs; 2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation 12. Recent Accounting Pronouncements, continued to the effective interest rate of the borrowing; 3) contingent consideration payments made after a business combination; 4) proceeds from the settlement of insurance claims; 5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; 6) distributions received from equity method investees; 7) beneficial interests in securitization transactions; and 8) separately identifiable cash flows and application of the predominance principle. The effective date and transition requirements of this ASU for public entities are effective for annual periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company has begun to evaluate the impact of the new standard on our financial results and we do not believe that the adoption of this ASU will have a significant impact on our consolidated financial statements. Issues 1), 3) and 8) will retain the same accounting treatment as used in our Consolidated Statement of Cash Flows and therefore are expected to have no impact on our consolidated financial statements. Issues 2), 4) and 7) do not have an impact on our consolidated financial statements for the current reporting period as we did not have these types of items. We have evaluated issues 5) and 6) and have determined that for the current reporting period, the potential impact from the adoption of this ASU would not have been material to our consolidated financial statements. In May 2016, the FASB issued ASU 2016-12, “ Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, ” to improve the guidance on Topic 606 in assessing collectibility, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. The effective date and transition requirements of this ASU are the same as ASU 2014-09. Since the effective date of ASU 2014-09 was deferred by ASU 2015-14 by one year, ASU 2014-09 and ASU 2016-10 are effective for annual periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted only as of annual periods beginning after December 15, 2016, including interim periods within that reporting period. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements. (Please see a more detailed description of our status with respect to the implementation of this standard under the discussion of ASU 2014-9) In April 2016, the FASB issued ASU 2016-10, “ Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, ” to clarify some issues on Topic 606 that arose on the identifying performance obligations and the licensing implementation guidance. The effective date and transition requirements of this ASU are the same as ASU 2014-09. Since the effective date of ASU 2014-09 was deferred by ASU 2015-14 by one year, ASU 2014-09 and ASU 2016-10 are effective for annual periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted only as of annual periods beginning after December 15, 2016, including interim periods within that reporting period. We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statements. (Please see a more detailed description of our status with respect to the implementation of this standard under the discussion of ASU 2014-9) In March 2016, the FASB issued ASU 2016-09, “ Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” as part of the Board’s Simplification Initiative. The Update requires that all excess tax benefits and tax deficiencies be recognized in the income statement as discrete tax items in the interim period in which they occur, clarifies that employee taxes paid when an employer withholds shares for tax purposes should be presented on the statement of cash flows as a financing activity, and changes the presentation of excess tax benefits on the statement of cash flows to be classified along with other income tax cash flows as an operating activity. It also provides for a policy election to either estimate the number of awards expected to vest or account for forfeitures when they occur. This new accounting guidance is effective for public companies for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. We adopted the applicable provisions of ASU 2016-09 effective January 1, 2017 as follows: • The amendment requiring excess tax benefits to be recorded in the income statement has been applied prospectively effective January 1, 2017. Amounts previously recorded to additional paid in capital related to windfall tax benefits prior to January 1, 2017 remain in equity, and the December 31, 2016 balance sheet has not been adjusted. • The amendment eliminating the requirement that excess tax benefits must be realized (through a reduction in income taxes payable) prior to recognition has been applied prospectively. As of January 1, 2017, we do not have unrecognized excess tax benefits. 12. Recent Accounting Pronouncements, continued • The amendment requiring exclusion of excess tax benefits from the computation of assumed proceeds under the treasury stock method when calculating earnings per share has been applied prospectively effective January 1, 2017. Earnings per share for the three and six months ended June 30, 2016 have not been adjusted. • The amendment requiring presentation of excess tax benefits to be classified along with other income tax cash flows as an operating activity on the statement of cash flows rather than as a financing activity has been applied prospectively effective January 1, 2017. The statement of cash flows for the six months ended June 30, 2016 has not been adjusted. • We have elected not to change our policy to estimate the number of forfeitures expected to occur. The adoption of this ASU did not have a significant impact on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-08, “ Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). ” The amendments in this Update affect the guidance in Accounting Standards Update 2014-09 , "Revenue from Contracts with Customers (Topic 606)," which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements of Update 2014-09. (Please see a more detailed description of our status with respect to the implementation of this standard under the discussion of ASU 2014-9) In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842) Section A-Leases: Amendments to the FASB Accounting Standards Codification®; Section B-Conforming Amendments Related to Leases: Amendments to the FASB Accounting Standards Codification®; Section C-Background Information and Basis for Conclusions.” The amendments in this Update affect any entity that enters into a lease with some specified scope exemptions and supersedes Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP which did not require lease assets and lease liabilities to be recognized for most leases. The lease assets and lease liabilities arising from operating leases should be recognized in the statement of financial position. A lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. When measuring assets and liabilities arising from a lease, a lessee (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. We have made progress toward completing our evaluation of potential changes from adopting the new standard on our leasing activities and continue to evaluate the impact of the adoption of this new guidance on our consolidated financial statements. We expect to have our evaluation completed by the end of 2017. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” An entity should present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk if the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. For public business entities, this Update is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. We do not expect this adoption to have a significant impact on our consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers." This new standard will replace most existing revenue recognition guidance in U.S. GAAP. The core principle of the ASU is the recognition of revenue for the transfer of goods or services equal to the amount an entity expects to receive for those goods and services. This ASU requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and estimates and changes in those estimates. In August 2015, the FASB issued ASU 2015-14, " Revenue from Contracts with Customers: Deferral of the Effective Date" that delayed the effective date of ASU 2014-09 by one year to January 1, 2018, as the Company’s annual reporting period begins after December 15, 2017. The Company has begun to analyze the impact of the new standard on its financial results based on an inventory of the Company’s current contracts with customers. The Company has obtained an understanding of the new standard and currently believes that it will retain much of the same accounting treatment as used to recognize revenue under current standards. 12. Recent Accounting Pronouncements, continued Revenue on a significant portion of our contracts is currently recognized at the time the related services are rendered. Under the new standard the Company will continue to recognize revenue on these contracts using a similar approach as the performance obligations, transaction prices and related allocations are not expected to differ in comparison to the new standard. In certain other cases we defer revenue related to multiple element arrangements. Based on the contracts currently in place, the Company does not anticipate a significant acceleration or deferral of revenue upon applying the new standard to its current contracts under these fact patterns. The Company continues to evaluate the impact of ASU 2014-09 on our financial results and prepare for the adoption of the standard on January 1, 2018, including readying its internal processes and control environment for new requirements, particularly around enhanced disclosures, under the new standard. The standard allows for both retrospective and modified retrospective methods of adoption. The Company is in the process of determining the method of adoption it will elect and the impact on our consolidated financial statements and footnote disclosures, and will continue to provide enhanced disclosures as we continue our assessment.
Mandatorily Redeemable Noncontrolling Interests
Noncontrolling Interest [Line Items]
Noncontrolling Interests	Mandatorily Redeemable Noncontrolling Interests The terms of some of our partnership agreements require us to purchase the partner’s equity in the partnership in the event of the partner’s death. We report these redeemable noncontrolling interests at their estimated redemption value, which approximates fair value, and classify them as liabilities due to the certainty of the related event. Estimated redemption value is determined using either a contractually stated formula or a discounted cash flow technique, both of which are used as an approximation of fair value. The discounted cash flow inputs used to determine the redemption value are Level 3 and include forecasted growth rates, valuation multiples, and the weighted average cost of capital. We recognize changes in the obligation as interest cost in our condensed, consolidated statements of income.
Redeemable Noncontrolling Interests
Noncontrolling Interest [Line Items]
Noncontrolling Interests	Redeemable Noncontrolling Interests We also enter into partnership agreements whereby the noncontrolling interest partner is issued certain “put” rights. These rights are normally exercisable at the sole discretion of the noncontrolling interest partner. We report these redeemable noncontrolling interests at their estimated redemption value and classify them in temporary equity (mezzanine). We recognize changes in the obligation in net income attributable to noncontrolling interests in our condensed, consolidated statements of income.

Goodwill and Other Long-Lived24

Goodwill and Other Long-Lived Assets (Tables)	6 Months Ended
	Jun. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	The following table presents the changes in the carrying amount of our goodwill for the six months ended June 30, 2017 (in thousands): Animal Hospital Laboratory All Other Total Balance as of December 31, 2016 Goodwill $ 2,047,894 $ 101,283 $ 145,302 $ 2,294,479 Accumulated impairment losses — — (130,057 ) (130,057 ) Subtotal 2,047,894 101,283 15,245 2,164,422 Goodwill acquired 109,090 — — 109,090 Foreign translation adjustment 6,301 16 — 6,317 Other (1) (15,564 ) — — (15,564 ) Balance as of June 30, 2017 Goodwill 2,147,721 101,299 145,302 2,394,322 Accumulated impairment losses — — (130,057 ) (130,057 ) Subtotal $ 2,147,721 $ 101,299 $ 15,245 $ 2,264,265 ____________________________ (1) "Other" consists primarily of measurement period adjustments and the sale of an animal hospital.
Summary of Other Intangible Assets	Our acquisition related amortizable intangible assets as of June 30, 2017 and December 31, 2016 are as follows (in thousands): As of June 30, 2017 As of December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Non-contractual customer relationships $ 232,789 $ (78,875 ) $ 153,914 $ 218,847 $ (62,331 ) $ 156,516 Covenants not-to-compete 26,276 (9,847 ) 16,429 23,990 (7,580 ) 16,410 Favorable lease assets 6,509 (3,112 ) 3,397 9,451 (5,855 ) 3,596 Technology 1,377 (893 ) 484 1,377 (795 ) 582 Trademarks 30,752 (10,291 ) 20,461 30,144 (7,713 ) 22,431 Client lists 10 (2 ) 8 10 (1 ) 9 Franchise rights 11,730 (3,324 ) 8,406 11,730 (2,737 ) 8,993 Total $ 309,443 $ (106,344 ) $ 203,099 $ 295,549 $ (87,012 ) $ 208,537
Estimated Amortization Expense Related to Intangible Assets	The following table summarizes our aggregate amortization expense related to other intangible assets (in thousands): Three Months Ended Six Months Ended 2017 2016 2017 2016 Aggregate amortization expense $ 11,338 $ 9,798 $ 22,763 $ 16,026
Estimated Amortization Expense Related to Indefinite Intangible Assets	The estimated amortization expense related to other intangible assets for the remainder of 2017 and each of the succeeding years thereafter, as of June 30, 2017 , is as follows (in thousands): Definite-lived intangible assets: Remainder of 2017 $ 22,782 2018 43,018 2019 39,864 2020 34,819 2021 24,485 Thereafter 38,131 Total $ 203,099 Indefinite-lived intangible assets: Trademarks 4,059 Total intangible assets $ 207,158

Acquisitions (Tables)

Acquisitions (Tables)	6 Months Ended
	Jun. 30, 2017
Business Acquisition [Line Items]
Business Acquisition Summary Of Acquired Properties	The table below reflects the activity related to the acquisitions and dispositions of our animal hospitals and laboratories during the six months ended June 30, 2017 and 2016 , respectively. Six Months Ended 2017 2016 Animal Hospitals: Acquisitions, excluding CAPNA in 2016 (1) 24 37 CAPNA (2) — 56 Acquisitions, merged (2 ) (3 ) Sold, closed or merged (5 ) (5 ) Net increase 17 85 Laboratories: New facilities 1 — Net increase 1 — ____________________________ (1) Includes additional independent animal hospitals that were acquired by CAPNA subsequent to its May 2016 acquisition. (2) On May 1, 2016, we acquired an 80% ownership interest in CAPNA.
Animal Hospitals, Excluding CAPNA
Business Acquisition [Line Items]
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	The following table summarizes the aggregate consideration and the allocation of the purchase price for our independent animal hospitals acquired during the six months ended June 30, 2017 and 2016 , respectively (in thousands): Six Months Ended 2017 2016 Consideration: Cash $ 123,889 $ 188,329 Cash acquired (37 ) (970 ) Cash, net of cash acquired $ 123,852 $ 187,359 Assumed debt 9,697 2,601 Holdbacks 2,255 4,148 Earn-outs 596 4,002 Fair value of total consideration transferred $ 136,400 $ 198,110 Allocation of the Purchase Price: Tangible assets $ 11,086 $ 21,521 Identifiable intangible assets (1) 16,560 24,325 Goodwill (2) 109,090 153,012 Other liabilities assumed (336 ) (437 ) Fair value of assets acquired and liabilities assumed $ 136,400 $ 198,421 Noncontrolling interest — (311 ) Total $ 136,400 $ 198,110 ____________________________ (1) Identifiable intangible assets include customer relationships, trademarks and covenants-not-to-compete. The weighted-average amortization period for the total identifiable intangible assets is approximately five years. The weighted-average amortization period for customer relationships, trademarks and covenants-not-to-compete is approximately five , seven and five years, respectively. (2) We expect that $99.8 million and $146.9 million of the goodwill recorded for these acquisitions, as of June 30, 2017 and 2016 , respectively, will be fully deductible for income tax purposes.
Companion Animal Practices, North America
Business Acquisition [Line Items]
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	The following table summarizes the purchase price and the final allocation of the purchase price (in thousands): Consideration: Cash $ 352,829 Cash acquired (3,405 ) Cash, net of cash acquired $ 349,424 Holdbacks 1,000 Fair value of total consideration transferred $ 350,424 Allocation of the Purchase Price: Tangible assets $ 36,381 Identifiable intangible assets (1) 102,300 Goodwill (2) 325,517 Other liabilities assumed (27,774 ) Fair value of assets acquired and liabilities assumed $ 436,424 Noncontrolling interest (86,000 ) Total $ 350,424 ____________________________ (1) Identifiable intangible assets primarily include customer relationships, trademarks and covenants-not-to-compete. The weighted-average amortization period for the total identifiable intangible assets is approximately seven years. The amortization periods for customer relationships, trademarks and covenants is seven years, five years and five years, respectively. (2) As of June 30, 2017, we expect that $262.2 million of goodwill recorded for this acquisition will be deductible for income tax purposes.

Other Accrued Liabilities (Tabl

Other Accrued Liabilities (Tables)	6 Months Ended
	Jun. 30, 2017
Payables and Accruals [Abstract]
Other Accrued Liabilities	Other accrued liabilities consisted of the following at June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 December 31, 2016 Deferred revenue $ 23,702 $ 21,400 Holdbacks and earn-outs 14,225 20,823 Deferred rent 5,690 5,347 Accrued health insurance 5,548 4,818 Accrued worker's compensation 5,530 3,733 Miscellaneous accrued taxes (1) 4,855 2,966 Accrued accounting and legal fees 3,992 2,508 Accrued other insurance 2,744 6,169 Customer deposits 1,663 3,168 Accrued lease payments 1,571 1,409 Other 23,533 19,442 $ 93,053 $ 91,783 ____________________________ (1) Includes property, sales and use taxes.

Long-Term Obligations (Tables)

Long-Term Obligations (Tables)	6 Months Ended
	Jun. 30, 2017
Debt Disclosure [Abstract]
Schedule of Long-Term Debt Instruments	Long-term obligations consisted of the following at June 30, 2017 and December 31, 2016 (in thousands): June 30, 2017 December 31, 2016 Senior term notes Principal amount $ 858,000 $ 869,000 Less unamortized debt issuance costs (2,293 ) (2,605 ) Senior term notes less unamortized debt issuance costs, secured by assets, variable interest rate (2.73% and 2.28% at June 30, 2017 and December 31, 2016, respectively) (1) $ 855,707 $ 866,395 Revolving credit Principal amount $ 440,000 $ 400,000 Less unamortized debt issuance costs (3,638 ) (4,093 ) Revolving line of credit less unamortized debt issuance costs, secured by assets, variable interest rate (2.73% and 2.28% at June 30, 2017 and December 31, 2016, respectively) (1) $ 436,362 $ 395,907 Secured seller note Notes payable matures in 2017, secured by assets and stock of certain subsidiaries, with interest rate of 10.0% 230 230 Other Debt 1,418 1,801 Total debt obligations 1,293,717 1,264,333 Capital lease obligations 81,041 83,384 1,374,758 1,347,717 Less — current portion (49,347 ) (38,320 ) $ 1,325,411 $ 1,309,397 ____________________________ (1) Notes payable and the revolving line of credit at June 30, 2017 will mature in 2021 under the New Senior Credit Facility.
Schedule of Percentage Margin for Eurodollar Rate Loans and Commitment Fee	Each of the aforementioned margins remain applicable until the date of delivery of the compliance certificate and the financial statements, for the period ended June 30, 2017 , at which time the applicable margin will be determined by reference to the leverage ratio in effect from time to time as set forth in the following table: 6. Long-Term Obligations, continued Pricing Tier Consolidated Leverage Ratio Applicable Margin for Eurodollar Loans/Letter of Credit Fees Applicable Margin for Base Rate Loans Commitment Fee 1 ≥ 3.50:1.00 2.00 % 1.00 % 0.40 % 2 < 3.50:1.00 and ≥ 2.75:1.00 1.75 % 0.75 % 0.35 % 3 < 2.75:1.00 and ≥ 1.75:1.00 1.50 % 0.50 % 0.30 % 4 < 1.75:1.00 and ≥ 1.00:1.00 1.25 % 0.25 % 0.25 % 5 < 1.00:1.00 1.00 % — % 0.25 %
Schedule of Principal Payments for Senior Term Notes	The following table sets forth the scheduled principal payments for our senior credit facility (in thousands): 2017 2018 2019 2020 2021 Thereafter Senior term notes $ 22,000 $ 44,000 $ 55,000 $ 77,000 $ 660,000 $ — Revolving loans — — — — 440,000 — $ 22,000 $ 44,000 $ 55,000 $ 77,000 $ 1,100,000 $ —

Fair Value (Tables)

Fair Value (Tables)	6 Months Ended
	Jun. 30, 2017
Fair Value Disclosures [Abstract]
Carrying Value and Fair Value of Variable Rate Long-Term Debt	The following table reflects the carrying value and fair value of our variable-rate long-term debt (in thousands): As of June 30, As of December 31, 2017 2016 Carrying Value Fair Value Carrying Value Fair Value Variable-rate long-term debt $ 1,298,000 $ 1,298,000 $ 1,269,000 $ 1,269,000

Calculation of Earnings per S29

Calculation of Earnings per Share (Tables)	6 Months Ended
	Jun. 30, 2017
Earnings Per Share [Abstract]
Calculation of Basic and Diluted Earnings per Share	Basic and diluted earnings per share were calculated as follows (in thousands, except per share amounts): Three Months Ended Six Months Ended 2017 2016 2017 2016 Net income attributable to VCA Inc. $ 67,712 $ 64,050 $ 118,805 $ 110,277 Weighted-average common shares outstanding: Basic 81,267 80,835 81,256 80,806 Effect of dilutive potential common shares: Stock options 361 295 361 294 Non-vested shares and units 600 599 587 530 Diluted 82,228 81,729 82,204 81,630 Basic earnings per common share $ 0.83 $ 0.79 $ 1.46 $ 1.36 Diluted earnings per common share $ 0.82 $ 0.78 $ 1.45 $ 1.35

Lines of Business (Tables)

Lines of Business (Tables)	6 Months Ended
	Jun. 30, 2017
Segment Reporting [Abstract]
Lines of Business	The following is a summary of certain financial data for each of our segments (in thousands): Animal Hospital Laboratory All Other Corporate Eliminations Total Three Months Ended External revenue $ 628,798 $ 95,269 $ 18,225 $ — $ 840 $ 743,132 Intercompany revenue — 21,932 4,308 — (26,240 ) — Total revenue 628,798 117,201 22,533 — (25,400 ) 743,132 Direct costs 516,239 53,777 13,177 — (25,154 ) 558,039 Gross profit 112,559 63,424 9,356 — (246 ) 185,093 Selling, general and administrative expense 16,745 9,975 7,512 25,544 — 59,776 Operating income (loss) before sale or disposal of assets 95,814 53,449 1,844 (25,544 ) (246 ) 125,317 Net loss on sale or disposal of assets 225 3 2 — — 230 Operating income (loss) $ 95,589 $ 53,446 $ 1,842 $ (25,544 ) $ (246 ) $ 125,087 Depreciation and amortization $ 26,486 $ 3,173 $ 849 $ 715 $ (704 ) $ 30,519 Property and equipment additions $ 19,965 $ 5,042 $ 359 $ 1,259 $ (906 ) $ 25,719 Three Months Ended External revenue $ 540,376 $ 93,265 $ 18,656 $ — $ 1,192 $ 653,489 Intercompany revenue — 18,795 4,741 — (23,536 ) — Total revenue 540,376 112,060 23,397 — (22,344 ) 653,489 Direct costs 445,697 51,513 14,480 — (22,149 ) 489,541 Gross profit 94,679 60,547 8,917 — (195 ) 163,948 Selling, general and administrative expense 14,277 9,702 6,022 18,189 — 48,190 Operating income (loss) before sale or disposal of assets 80,402 50,845 2,895 (18,189 ) (195 ) 115,758 Net (gain) loss on sale or disposal of assets (132 ) (35 ) 3 (107 ) — (271 ) Operating income (loss) $ 80,534 $ 50,880 $ 2,892 $ (18,082 ) $ (195 ) $ 116,029 Depreciation and amortization $ 21,875 $ 2,839 $ 904 $ 668 $ (597 ) $ 25,689 Property and equipment additions $ 25,486 $ 4,750 $ 1,485 $ 2,336 $ (1,049 ) $ 33,008 9. Lines of Business, continued Animal Hospital Laboratory All Other Corporate Eliminations Total Six Months Ended External revenue $ 1,196,979 $ 185,818 $ 36,864 $ — $ 1,722 $ 1,421,383 Intercompany revenue — 42,531 8,238 — (50,769 ) — Total revenue 1,196,979 228,349 45,102 — (49,047 ) 1,421,383 Direct costs 998,110 105,332 27,060 — (48,680 ) 1,081,822 Gross profit 198,869 123,017 18,042 — (367 ) 339,561 Selling, general and administrative expense 34,356 19,881 14,152 49,788 — 118,177 Operating income (loss) before sale or disposal of assets 164,513 103,136 3,890 (49,788 ) (367 ) 221,384 Net loss on sale or disposal of assets 436 41 3 — — 480 Operating income (loss) $ 164,077 $ 103,095 $ 3,887 $ (49,788 ) $ (367 ) $ 220,904 Depreciation and amortization $ 53,144 $ 6,081 $ 1,678 $ 1,407 $ (1,390 ) $ 60,920 Property and equipment additions $ 39,568 $ 12,682 $ 1,477 $ 2,880 $ (1,969 ) $ 54,638 Six Months Ended External revenue $ 998,999 $ 182,505 $ 33,110 $ — $ 2,314 $ 1,216,928 Intercompany revenue — 36,282 9,700 — (45,982 ) — Total revenue 998,999 218,787 42,810 — (43,668 ) 1,216,928 Direct costs 830,903 101,524 26,983 — (43,210 ) 916,200 Gross profit 168,096 117,263 15,827 — (458 ) 300,728 Selling, general and administrative expense 26,362 19,998 11,321 40,637 — 98,318 Operating income (loss) before sale or disposal of assets 141,734 97,265 4,506 (40,637 ) (458 ) 202,410 Net loss (gain) on sale or disposal of assets 443 (35 ) 3 (119 ) — 292 Operating income (loss) $ 141,291 $ 97,300 $ 4,503 $ (40,518 ) $ (458 ) $ 202,118 Depreciation and amortization $ 39,448 $ 5,620 $ 1,787 $ 1,306 $ (1,183 ) $ 46,978 Property and equipment additions $ 44,030 $ 9,402 $ 2,092 $ 5,187 $ (1,897 ) $ 58,814 At June 30, 2017 Total assets $ 3,282,596 $ 350,220 $ 74,838 $ 1,970,760 $ (2,140,689 ) $ 3,537,725 At December 31, 2016 Total assets $ 3,137,177 $ 331,484 $ 74,752 $ 1,502,150 $ (1,672,235 ) $ 3,373,328

Noncontrolling Interests (Table

Noncontrolling Interests (Tables)	6 Months Ended
	Jun. 30, 2017
Mandatorily Redeemable Noncontrolling Interests
Noncontrolling Interest [Line Items]
Summary of redeemable noncontrolling interests	The following table provides a summary of mandatorily redeemable noncontrolling interests included in other liabilities in our condensed, consolidated balance sheets (in thousands): Income Statement Impact Mandatorily Redeemable Noncontrolling Interests Balance as of December 31, 2015 $ 8,588 Noncontrolling interest expense $ 827 Redemption value change 16 843 Distributions to noncontrolling interest partners (761 ) Currency translation adjustment 168 Balance as of June 30, 2016 $ 8,838 Balance as of December 31, 2016 $ 10,379 Noncontrolling interest expense $ 810 Redemption value change (23 ) 787 Sale of noncontrolling interests (363 ) Distributions to noncontrolling interest partners (677 ) Currency translation adjustment 87 Balance as of June 30, 2017 $ 10,213
Redeemable Noncontrolling Interests
Noncontrolling Interest [Line Items]
Summary of redeemable noncontrolling interests	The following table provides a summary of redeemable noncontrolling interests (in thousands): Income Statement Impact Redeemable Noncontrolling Interests Balance as of December 31, 2015 $ 11,511 Noncontrolling interest expense $ 820 Redemption value change 480 1,300 Distributions to noncontrolling interest partners (758 ) Balance as of June 30, 2016 $ 12,053 Balance as of December 31, 2016 $ 11,615 Noncontrolling interest expense $ 784 Redemption value change 185 969 Purchase of noncontrolling interests (1,185 ) Distributions to noncontrolling interest partners (793 ) Other (48 ) Balance as of June 30, 2017 $ 10,558

Nature of Operations (Details)

Nature of Operations (Details)	6 Months Ended
	Jun. 30, 2017day_care_locationprovinceLaboratorysegmentreportable_segmentStateHospital	May 01, 2016StateHospital
Nature of Operations (Textuals) [Abstract]
Number of operating segments | segment	4
Number of reportable segments | reportable_segment	2
Number of hospitals operated | Hospital	812
Number of states in which hospitals are operated	43
Number of Canadian Provinces | province	5
Number of states in which the company operate a full-service veterinary diagnostic laboratory network	50
Number of laboratories operated | Laboratory	62
Companion Animal Practices, North America
Nature of Operations (Textuals) [Abstract]
Number of hospitals operated | Hospital		56
Number of states in which hospitals are operated		18
Percentage of ownership interest		80.00%
Camp Bow Wow
Nature of Operations (Textuals) [Abstract]
Number of dog boarding and day care service locations operated | day_care_location	132
Number of states in which the entity operates	33
Number of Canadian Provinces in which entity operates | province	1

Goodwill and Other Long-Lived33

Goodwill and Other Long-Lived Assets - Changes in Carrying Amount of Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2017USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 2,294,479
Accumulated impairment losses, beginning balance	(130,057)
Subtotal, beginning balance	2,164,422
Goodwill acquired	109,090
Foreign translation adjustment	6,317
Other	(15,564)
Goodwill, ending balance	2,394,322
Accumulated impairment losses, ending balance	(130,057)
Subtotal, ending balance	2,264,265
Animal Hospital
Goodwill [Roll Forward]
Goodwill, beginning balance	2,047,894
Accumulated impairment losses, beginning balance	0
Subtotal, beginning balance	2,047,894
Goodwill acquired	109,090
Foreign translation adjustment	6,301
Other	(15,564)
Goodwill, ending balance	2,147,721
Accumulated impairment losses, ending balance	0
Subtotal, ending balance	2,147,721
Laboratory
Goodwill [Roll Forward]
Goodwill, beginning balance	101,283
Accumulated impairment losses, beginning balance	0
Subtotal, beginning balance	101,283
Goodwill acquired	0
Foreign translation adjustment	16
Other	0
Goodwill, ending balance	101,299
Accumulated impairment losses, ending balance	0
Subtotal, ending balance	101,299
All Other
Goodwill [Roll Forward]
Goodwill, beginning balance	145,302
Accumulated impairment losses, beginning balance	(130,057)
Subtotal, beginning balance	15,245
Goodwill acquired	0
Foreign translation adjustment	0
Other	0
Goodwill, ending balance	145,302
Accumulated impairment losses, ending balance	(130,057)
Subtotal, ending balance	$ 15,245

Goodwill and Other Long-Lived34

Goodwill and Other Long-Lived Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 309,443	$ 295,549
Accumulated Amortization	(106,344)	(87,012)
Total	203,099	208,537
Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	30,752	30,144
Accumulated Amortization	(10,291)	(7,713)
Total	20,461	22,431
Non-contractual customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	232,789	218,847
Accumulated Amortization	(78,875)	(62,331)
Total	153,914	156,516
Covenants not-to-compete
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	26,276	23,990
Accumulated Amortization	(9,847)	(7,580)
Total	16,429	16,410
Favorable lease assets
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	6,509	9,451
Accumulated Amortization	(3,112)	(5,855)
Total	3,397	3,596
Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,377	1,377
Accumulated Amortization	(893)	(795)
Total	484	582
Client lists
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	10	10
Accumulated Amortization	(2)	(1)
Total	8	9
Franchise rights
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	11,730	11,730
Accumulated Amortization	(3,324)	(2,737)
Total	$ 8,406	$ 8,993

Goodwill and Other Long-Lived35

Goodwill and Other Long-Lived Assets - Amortization Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Aggregate amortization expense	$ 11,338	$ 9,798	$ 22,763	$ 16,026
Definite-lived intangible assets:
Remainder of 2017	22,782		22,782
2,018	43,018		43,018
2,019	39,864		39,864
2,020	34,819		34,819
2,021	24,485		24,485
Thereafter	38,131		38,131
Total	203,099		203,099		$ 208,537
Indefinite-lived intangible assets:
Trademarks	4,059		4,059
Total intangible assets	$ 207,158		$ 207,158		$ 212,577

Acquisitions - Acquisition and

Acquisitions - Acquisition and Disposal Activity (Details)	6 Months Ended
	Jun. 30, 2017LaboratoryHospital	Jun. 30, 2016LaboratoryHospital	May 01, 2016
Animal Hospitals, Excluding CAPNA
Business Acquisition Summary Of Acquired Properties [Line Items]
Acquisitions	24	37
Companion Animal Practices, North America
Business Acquisition Summary Of Acquired Properties [Line Items]
Acquisitions	0	56
Percentage of ownership interest			80.00%
Animal Hospital
Business Acquisition Summary Of Acquired Properties [Line Items]
Acquisitions, merged	(2)	(3)
Sold, closed or merged	(5)	(5)
Net increase	17	85
Laboratories
Business Acquisition Summary Of Acquired Properties [Line Items]
New facilities | Laboratory	1	0
Net increase | Laboratory	1	0

Acquisitions - Animal Hospital

Acquisitions - Animal Hospital Acquisitions (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Consideration:
Cash, net of cash acquired	$ 123,852	$ 540,878
Earn-outs	8,700		$ 9,200
Allocation of the Purchase Price:
Goodwill	2,264,265		$ 2,164,422
Animal Hospitals, Excluding CAPNA
Consideration:
Cash	123,889	188,329
Cash acquired	(37)	(970)
Cash, net of cash acquired	123,852	187,359
Assumed debt	9,697	2,601
Holdbacks	2,255	4,148
Earn-outs	596	4,002
Fair value of total consideration transferred	136,400	198,110
Allocation of the Purchase Price:
Tangible assets	11,086	21,521
Identifiable intangible assets	16,560	24,325
Goodwill	109,090	153,012
Other liabilities assumed	(336)	(437)
Fair value of assets acquired and liabilities assumed	136,400	198,421
Noncontrolling interest	0	(311)
Total	$ 136,400	198,110
Weighted average amortization period	5 years
Goodwill recorded for acquisitions, fully deductible for income tax purposes	$ 99,800	$ 146,900
Animal Hospitals, Excluding CAPNA | Customer Relationships
Allocation of the Purchase Price:
Weighted average amortization period	5 years
Animal Hospitals, Excluding CAPNA | Trademarks
Allocation of the Purchase Price:
Weighted average amortization period	7 years
Animal Hospitals, Excluding CAPNA | Covenants
Allocation of the Purchase Price:
Weighted average amortization period	5 years

Acquisitions - Companion Animal

Acquisitions - Companion Animal Practices, North America Acquisition (Details) $ in Thousands	May 01, 2016USD ($)StateHospital	Jun. 30, 2017USD ($)StateHospital	Jun. 30, 2016USD ($)	Dec. 31, 2016USD ($)
Business Acquisition [Line Items]
Number of hospitals operated | Hospital		812
Number of states in which hospitals are operated | State		43
Consideration:
Cash, net of cash acquired		$ 123,852	$ 540,878
Allocation of the Purchase Price:
Goodwill		2,264,265		$ 2,164,422
Companion Animal Practices, North America
Business Acquisition [Line Items]
Percentage of ownership interest	80.00%
Number of hospitals operated | Hospital	56
Number of states in which hospitals are operated | State	18
Consideration:
Cash	$ 352,829
Cash acquired	(3,405)
Cash, net of cash acquired	349,424
Holdbacks	1,000
Fair value of total consideration transferred	350,424
Allocation of the Purchase Price:
Tangible assets	36,381
Identifiable intangible assets	102,300
Goodwill	325,517
Other liabilities assumed	(27,774)
Fair value of assets acquired and liabilities assumed	436,424
Noncontrolling interest	(86,000)
Total	$ 350,424
Weighted average amortization period	7 years
Goodwill recorded for acquisitions, fully deductible for income tax purposes		$ 262,200
Companion Animal Practices, North America | Customer Relationships
Allocation of the Purchase Price:
Weighted average amortization period	7 years
Companion Animal Practices, North America | Trademarks
Allocation of the Purchase Price:
Weighted average amortization period	5 years
Companion Animal Practices, North America | Covenants
Allocation of the Purchase Price:
Weighted average amortization period	5 years

Other Accrued Liabilities (Deta

Other Accrued Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Payables and Accruals [Abstract]
Deferred revenue	$ 23,702	$ 21,400
Holdbacks and earn-outs	14,225	20,823
Deferred rent	5,690	5,347
Accrued health insurance	5,548	4,818
Accrued worker's compensation	5,530	3,733
Miscellaneous accrued taxes	4,855	2,966
Accrued accounting and legal fees	3,992	2,508
Accrued other insurance	2,744	6,169
Customer deposits	1,663	3,168
Accrued lease payments	1,571	1,409
Other	23,533	19,442
Other accrued liabilities	$ 93,053	$ 91,783

Long-Term Obligations - Narrati

Long-Term Obligations - Narrative (Details)	Jun. 29, 2016USD ($)	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)	Jun. 29, 2021USD ($)	Jun. 30, 2020USD ($)	Jun. 30, 2019USD ($)	Dec. 31, 2016USD ($)
Debt Instrument [Line Items]
Long-term debt		$ 1,293,717,000					$ 1,264,333,000
Payment of financing costs		$ 0	$ 3,829,000
Voting equity guarantee on indebtedness, percentage		65.00%
Non-voting equity guarantee on indebtedness, percentage		100.00%
Revolving credit
Debt Instrument [Line Items]
Long-term debt		$ 436,362,000					395,907,000
Financing costs		3,638,000					4,093,000
Principal amount		440,000,000					400,000,000
Senior term notes
Debt Instrument [Line Items]
Long-term debt		855,707,000					866,395,000
Financing costs		2,293,000					2,605,000
Principal amount		$ 858,000,000					$ 869,000,000
Senior term notes | Eurodollar rate
Debt Instrument [Line Items]
Basis spread on variable rate		1.00%
Senior term notes | Federal funds rate
Debt Instrument [Line Items]
Basis spread on variable rate		0.50%
Senior term notes | Forecast
Debt Instrument [Line Items]
Principal payment (quarterly)				$ 22,000,000	$ 16,500,000	$ 11,000,000
New Senior Credit Facility | Base rate | Tier Three
Debt Instrument [Line Items]
Applicable margin		0.50%
New Senior Credit Facility | Eurodollar rate | Tier Three
Debt Instrument [Line Items]
Applicable margin		1.50%
New Senior Credit Facility | Secured debt
Debt Instrument [Line Items]
Payment of financing costs	$ 3,800,000
Financing costs	3,200,000
Deferred financing costs recognized as part of net income	600,000
New Senior Credit Facility | Secured debt | Bridge Loan
Debt Instrument [Line Items]
Maximum borrowing capacity	25,000,000
New Senior Credit Facility | Line of credit
Debt Instrument [Line Items]
Interest coverage ratio		14.75
Required interest coverage ratio (no less than)		3
Leverage ratio		2.59
Required leverage ratio (no more than)		3.75
New Senior Credit Facility | Line of credit | Secured debt
Debt Instrument [Line Items]
Maximum borrowing capacity	1,700,000,000
New Senior Credit Facility | Senior term notes | Secured debt
Debt Instrument [Line Items]
Debt instrument face amount	880,000,000
New Senior Credit Facility | Revolving credit
Debt Instrument [Line Items]
Long-term debt			$ 375,000,000
New Senior Credit Facility | Revolving credit | Secured debt
Debt Instrument [Line Items]
Maximum borrowing capacity	800,000,000
Credit Agreement | Secured debt
Debt Instrument [Line Items]
Capitalized deferred financing costs expensed	1,000,000
Credit Agreement | Senior term notes | Secured debt
Debt Instrument [Line Items]
Maximum borrowing capacity	600,000,000
Credit Agreement | Revolving credit | Secured debt
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 800,000,000

Long-Term Obligations - Summary

Long-Term Obligations - Summary of Long-Term Obligations (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Debt obligations less unamortized discount and debt issuance costs	$ 1,293,717	$ 1,264,333
Other Debt	1,418	1,801
Capital lease obligations	81,041	83,384
Long-term debt and capital lease obligations, including current maturities	1,374,758	1,347,717
Less — current portion	(49,347)	(38,320)
Current potion of long-term debt	1,325,411	1,309,397
Revolving credit
Debt Instrument [Line Items]
Principal amount	440,000	400,000
Less unamortized debt issuance costs	(3,638)	(4,093)
Debt obligations less unamortized discount and debt issuance costs	$ 436,362	$ 395,907
Effective interest rate (percentage)	2.73%	2.28%
Senior term notes
Debt Instrument [Line Items]
Principal amount	$ 858,000	$ 869,000
Less unamortized debt issuance costs	(2,293)	(2,605)
Debt obligations less unamortized discount and debt issuance costs	$ 855,707	$ 866,395
Effective interest rate (percentage)	2.73%	2.28%
Secured seller note
Debt Instrument [Line Items]
Debt obligations less unamortized discount and debt issuance costs	$ 230	$ 230
Stated interest rate (percentage)	10.00%	10.00%

Long-Term Obligations - Schedul

Long-Term Obligations - Schedule of Percentage Margin For Eurodollar Rate Loans And Commitment Fee (Details) - New Senior Credit Facility	6 Months Ended
	Jun. 30, 2017
Tier One
Debt Instrument [Line Items]
Commitment Fee	0.40%
Tier One | Minimum
Debt Instrument [Line Items]
Consolidated Leverage Ratio	3.5
Tier One | Eurodollar rate
Debt Instrument [Line Items]
Applicable Margin for Eurodollar Loans/Letter of Credit Fees And Applicable Margin for Base Rate Loans	2.00%
Tier One | Base rate
Debt Instrument [Line Items]
Applicable Margin for Eurodollar Loans/Letter of Credit Fees And Applicable Margin for Base Rate Loans	1.00%
Tier Two
Debt Instrument [Line Items]
Commitment Fee	0.35%
Tier Two | Maximum
Debt Instrument [Line Items]
Consolidated Leverage Ratio	3.5
Tier Two | Minimum
Debt Instrument [Line Items]
Consolidated Leverage Ratio	2.75
Tier Two | Eurodollar rate
Debt Instrument [Line Items]
Applicable Margin for Eurodollar Loans/Letter of Credit Fees And Applicable Margin for Base Rate Loans	1.75%
Tier Two | Base rate
Debt Instrument [Line Items]
Applicable Margin for Eurodollar Loans/Letter of Credit Fees And Applicable Margin for Base Rate Loans	0.75%
Tier Three
Debt Instrument [Line Items]
Commitment Fee	0.30%
Tier Three | Maximum
Debt Instrument [Line Items]
Consolidated Leverage Ratio	2.75
Tier Three | Minimum
Debt Instrument [Line Items]
Consolidated Leverage Ratio	1.75
Tier Three | Eurodollar rate
Debt Instrument [Line Items]
Applicable Margin for Eurodollar Loans/Letter of Credit Fees And Applicable Margin for Base Rate Loans	1.50%
Tier Three | Base rate
Debt Instrument [Line Items]
Applicable Margin for Eurodollar Loans/Letter of Credit Fees And Applicable Margin for Base Rate Loans	0.50%
Tier Four
Debt Instrument [Line Items]
Commitment Fee	0.25%
Tier Four | Maximum
Debt Instrument [Line Items]
Consolidated Leverage Ratio	1.75
Tier Four | Minimum
Debt Instrument [Line Items]
Consolidated Leverage Ratio	1
Tier Four | Eurodollar rate
Debt Instrument [Line Items]
Applicable Margin for Eurodollar Loans/Letter of Credit Fees And Applicable Margin for Base Rate Loans	1.25%
Tier Four | Base rate
Debt Instrument [Line Items]
Applicable Margin for Eurodollar Loans/Letter of Credit Fees And Applicable Margin for Base Rate Loans	0.25%
Tier Five
Debt Instrument [Line Items]
Commitment Fee	0.25%
Tier Five | Maximum
Debt Instrument [Line Items]
Consolidated Leverage Ratio	1
Tier Five | Eurodollar rate
Debt Instrument [Line Items]
Applicable Margin for Eurodollar Loans/Letter of Credit Fees And Applicable Margin for Base Rate Loans	1.00%
Tier Five | Base rate
Debt Instrument [Line Items]
Applicable Margin for Eurodollar Loans/Letter of Credit Fees And Applicable Margin for Base Rate Loans	0.00%

Long-Term Obligations - Sched43

Long-Term Obligations - Schedule of Long-Term Debt Maturities (Details) $ in Thousands	Jun. 30, 2017USD ($)
Debt Instrument [Line Items]
2,017	$ 22,000
2,018	44,000
2,019	55,000
2,020	77,000
2,021	1,100,000
Thereafter	0
Revolving loans
Debt Instrument [Line Items]
2,017	0
2,018	0
2,019	0
2,020	0
2,021	440,000
Thereafter	0
Senior term notes
Debt Instrument [Line Items]
2,017	22,000
2,018	44,000
2,019	55,000
2,020	77,000
2,021	660,000
Thereafter	$ 0

Fair Value (Details)

Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Carrying value and fair value of long-term debt
Variable-rate long-term debt, Carrying Value	$ 1,298,000	$ 1,269,000
Variable-rate long-term debt, Fair Value	$ 1,298,000	$ 1,269,000

Calculation of Earnings per S45

Calculation of Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Calculation of Basic and Diluted Earnings per Share
Net income attributable to VCA Inc.	$ 67,712	$ 64,050	$ 118,805	$ 110,277
Weighted-average common shares outstanding:
Basic (in shares)	81,267,000	80,835,000	81,256,000	80,806,000
Effect of dilutive potential common shares:
Stock options (in shares)	361,000	295,000	361,000	294,000
Non-vested shares and units (in shares)	600,000	599,000	587,000	530,000
Diluted (in shares)	82,228,000	81,729,000	82,204,000	81,630,000
Basic earnings per share (in dollars per share)	$ 0.83	$ 0.79	$ 1.46	$ 1.36
Diluted earnings per share (in dollars per share)	$ 0.82	$ 0.78	$ 1.45	$ 1.35
Calculation of Earnings per Share (Textuals) [Abstract]
Potential common shares excluded from the computation of diluted earnings per share (in shares)	58,359	21,122	68,938	24,047

Lines of Business (Details)

Lines of Business (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Lines of Business
External revenue	$ 743,132	$ 653,489	$ 1,421,383	$ 1,216,928
Intercompany revenue	0	0	0	0
Total revenue	743,132	653,489	1,421,383	1,216,928
Direct costs	558,039	489,541	1,081,822	916,200
Gross profit	185,093	163,948	339,561	300,728
Selling, general and administrative expense	59,776	48,190	118,177	98,318
Operating income (loss) before sale or disposal of assets	125,317	115,758	221,384	202,410
Net (gain) loss on sale or disposal of assets	230	(271)	480	292
Operating income (loss)	125,087	116,029	220,904	202,118
Depreciation and amortization	30,519	25,689	60,920	46,978
Property and equipment additions	25,719	33,008	54,638	58,814
Total assets	3,537,725		3,537,725		$ 3,373,328
Operating Segments | Animal Hospital
Lines of Business
External revenue	628,798	540,376	1,196,979	998,999
Intercompany revenue	0	0	0	0
Total revenue	628,798	540,376	1,196,979	998,999
Direct costs	516,239	445,697	998,110	830,903
Gross profit	112,559	94,679	198,869	168,096
Selling, general and administrative expense	16,745	14,277	34,356	26,362
Operating income (loss) before sale or disposal of assets	95,814	80,402	164,513	141,734
Net (gain) loss on sale or disposal of assets	225	(132)	436	443
Operating income (loss)	95,589	80,534	164,077	141,291
Depreciation and amortization	26,486	21,875	53,144	39,448
Property and equipment additions	19,965	25,486	39,568	44,030
Total assets	3,282,596		3,282,596		3,137,177
Operating Segments | Laboratory
Lines of Business
External revenue	95,269	93,265	185,818	182,505
Intercompany revenue	21,932	18,795	42,531	36,282
Total revenue	117,201	112,060	228,349	218,787
Direct costs	53,777	51,513	105,332	101,524
Gross profit	63,424	60,547	123,017	117,263
Selling, general and administrative expense	9,975	9,702	19,881	19,998
Operating income (loss) before sale or disposal of assets	53,449	50,845	103,136	97,265
Net (gain) loss on sale or disposal of assets	3	(35)	41	(35)
Operating income (loss)	53,446	50,880	103,095	97,300
Depreciation and amortization	3,173	2,839	6,081	5,620
Property and equipment additions	5,042	4,750	12,682	9,402
Total assets	350,220		350,220		331,484
Operating Segments | All Other
Lines of Business
External revenue	18,225	18,656	36,864	33,110
Intercompany revenue	4,308	4,741	8,238	9,700
Total revenue	22,533	23,397	45,102	42,810
Direct costs	13,177	14,480	27,060	26,983
Gross profit	9,356	8,917	18,042	15,827
Selling, general and administrative expense	7,512	6,022	14,152	11,321
Operating income (loss) before sale or disposal of assets	1,844	2,895	3,890	4,506
Net (gain) loss on sale or disposal of assets	2	3	3	3
Operating income (loss)	1,842	2,892	3,887	4,503
Depreciation and amortization	849	904	1,678	1,787
Property and equipment additions	359	1,485	1,477	2,092
Total assets	74,838		74,838		74,752
Corporate
Lines of Business
External revenue	0	0	0	0
Intercompany revenue	0	0	0	0
Total revenue	0	0	0	0
Direct costs	0	0	0	0
Gross profit	0	0	0	0
Selling, general and administrative expense	25,544	18,189	49,788	40,637
Operating income (loss) before sale or disposal of assets	(25,544)	(18,189)	(49,788)	(40,637)
Net (gain) loss on sale or disposal of assets	0	(107)	0	(119)
Operating income (loss)	(25,544)	(18,082)	(49,788)	(40,518)
Depreciation and amortization	715	668	1,407	1,306
Property and equipment additions	1,259	2,336	2,880	5,187
Total assets	1,970,760		1,970,760		1,502,150
Eliminations
Lines of Business
External revenue	840	1,192	1,722	2,314
Intercompany revenue	(26,240)	(23,536)	(50,769)	(45,982)
Total revenue	(25,400)	(22,344)	(49,047)	(43,668)
Direct costs	(25,154)	(22,149)	(48,680)	(43,210)
Gross profit	(246)	(195)	(367)	(458)
Selling, general and administrative expense	0	0	0	0
Operating income (loss) before sale or disposal of assets	(246)	(195)	(367)	(458)
Net (gain) loss on sale or disposal of assets	0	0	0	0
Operating income (loss)	(246)	(195)	(367)	(458)
Depreciation and amortization	(704)	(597)	(1,390)	(1,183)
Property and equipment additions	(906)	$ (1,049)	(1,969)	$ (1,897)
Total assets	$ (2,140,689)		$ (2,140,689)		$ (1,672,235)

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Millions	Jul. 16, 2014plaintiff	May 07, 2014claim	Jun. 30, 2017USD ($)	Dec. 31, 2016USD ($)
Loss Contingencies [Line Items]
Potential earn-out payment | $			$ 9.3
Earn-outs | $			$ 8.7	$ 9.2
Jorge Duran vs. VCA Animal Hospitals
Loss Contingencies [Line Items]
Claims dismissed | claim		4
Total claims | claim		8
Kimba Bradsbery and Cheri Brakensiek vs. Vicar Operating, Inc.
Loss Contingencies [Line Items]
Number of plaintiffs | plaintiff	2

Noncontrolling Interests - Narr

Noncontrolling Interests - Narrative (Details)	Jun. 30, 2017
Noncontrolling Interest [Abstract]
Percentage of ownership interest in partnership	50.10%

Noncontrolling Interests - Summ

Noncontrolling Interests - Summary of Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Mandatorily Redeemable Noncontrolling Interests
Redeemable noncontrolling interests, beginning balance	$ 11,615
Redemption value change	969	$ 1,300
Purchase of noncontrolling interests	(216)	(3,730)
Distributions to noncontrolling interests	(983)	(1,166)
Redeemable noncontrolling interests, ending balance	10,558
Mandatorily Redeemable Noncontrolling Interests
Summary of redeemable noncontrolling interests
Noncontrolling interest expense, Income Statement Impact	810	827
Redemption value change, Income Statement Impact	(23)	16
Mandatorily Redeemable Noncontrolling Interests
Redeemable noncontrolling interests, beginning balance	10,379	8,588
Redemption value change	787	843
Sale of noncontrolling interests	(363)
Distributions to noncontrolling interests	(677)	(761)
Currency translation adjustment	87	168
Redeemable noncontrolling interests, ending balance	10,213	8,838
Redeemable Noncontrolling Interests
Summary of redeemable noncontrolling interests
Noncontrolling interest expense, Income Statement Impact	784	820
Redemption value change, Income Statement Impact	185	480
Mandatorily Redeemable Noncontrolling Interests
Redeemable noncontrolling interests, beginning balance	11,615	11,511
Redemption value change	969	1,300
Purchase of noncontrolling interests	(1,185)
Distributions to noncontrolling interests	(793)	(758)
Other	(48)
Redeemable noncontrolling interests, ending balance	$ 10,558	$ 12,053

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event $ in Millions	Aug. 05, 2017USD ($)	Aug. 08, 2017USD ($)Hospital
Vetstreet, LLC
Subsequent Event [Line Items]
Minority interest sold (percent)	19.90%
Proceeds from sale of minority interest	$ 9.6
Animal Hospital
Subsequent Event [Line Items]
Number of hospital acquired | Hospital		6
Total consideration		$ 35.4
Acquired revenues		$ 22