Document and Entity Information

9 Months Ended

Sep. 30, 2016

Oct. 21, 2016

Document and Entity Information [Abstract]

Document Type

10-Q

Amendment Flag

false

Document Period End Date

Sep. 30, 2016

Document Fiscal Year Focus

2016

Document Fiscal Period Focus

Q3

Trading Symbol

LKQ

Entity Registrant Name

LKQ CORP

Entity Central Index Key

0001065696

Current Fiscal Year End Date

--12-31

Entity Filer Category

Large Accelerated Filer

Entity Common Stock, Shares Outstanding

307,510,598

Unaudited Condensed Consolidated Balance Sheets (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2016

Dec. 31, 2015

Current Assets:

Cash and equivalents

$ 271,851

$ 87,397

Receivables, net

959,321

590,160

Inventories, net

1,912,568

1,556,552

Prepaid expenses and other current assets

151,801

106,603

Total Current Assets

3,295,541

2,340,712

Property, Plant and Equipment, net

1,023,707

696,567

Intangible Assets:

Goodwill

3,117,150

2,319,246

Other intangibles, net

619,246

215,117

Other Assets

148,308

76,195

Total Assets

8,203,952

5,647,837

Current Liabilities:

Accounts payable

682,719

415,588

Accrued expenses:

Accrued payroll-related liabilities

106,544

86,527

Other accrued expenses

238,302

162,225

Other current liabilities

46,814

31,596

Current portion of long-term obligations

74,829

56,034

Total Current Liabilities

1,149,208

751,970

Long-Term Obligations, Excluding Current Portion

3,189,345

1,528,668

Deferred Income Taxes

226,682

127,239

Other Noncurrent Liabilities

211,440

125,278

Commitments and Contingencies

Stockholders’ Equity:

Common stock, $0.01 par value, 1,000,000,000 shares authorized, 306,785,582 and 305,574,384 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively

3,074

3,055

Additional paid-in capital

1,110,841

1,090,713

Retained earnings

2,504,028

2,126,384

Accumulated other comprehensive loss

(190,666)

(105,470)

Total Stockholders’ Equity

3,427,277

3,114,682

Total Liabilities and Stockholders’ Equity

$ 8,203,952

$ 5,647,837

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) (USD $)

Sep. 30, 2016

Dec. 31, 2015

Statement of Financial Position [Abstract]

Common stock, par value

$ 0.01

Common stock, shares authorized

1,000,000,000

Common stock, shares issued

307,487,198

305,574,384

Common stock, shares outstanding

307,487,198

305,574,384

Unaudited Condensed Consolidated Statements of Income (USD $)

In Thousands, except Per Share data, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2016

Jun. 30, 2016

Mar. 31, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Income Statement [Abstract]

Revenue

$ 2,386,830

$ 1,831,732

$ 6,758,999

$ 5,443,714

Cost of goods sold

1,503,418

1,118,953

4,193,203

3,307,512

Gross margin

883,412

712,779

2,565,796

2,136,202

Facility and warehouse expenses

183,048

143,918

519,323

412,954

Distribution expenses

172,566

158,768

509,240

450,521

Selling, general and administrative expenses

263,372

207,887

735,843

616,924

Restructuring and acquisition related expenses

8,412

4,578

32,303

12,729

Depreciation and amortization

53,016

30,883

137,233

90,118

Operating income

202,998

166,745

631,854

552,956

Other expense (income):

Interest expense, net

27,059

14,722

68,032

44,250

Loss on debt extinguishment

0

26,650

0

Gains on foreign exchange contracts - acquisition related

0

(18,342)

Gain (Loss) on Sale of Derivatives

0

18,342

0

Other expense (income), net

(3,279)

(2,928)

(4,829)

(912)

Total other expense, net

23,780

11,794

71,511

43,338

Income before provision for income taxes

179,218

154,951

560,343

509,618

Provision for income taxes

56,797

52,475

182,751

177,255

Equity in earnings of unconsolidated subsidiaries

267

(1,130)

52

(4,200)

Net income

$ 122,688

$ 142,785

$ 112,171

$ 101,346

$ 377,644

$ 328,163

Earnings per share:

Basic

$ 0.40

$ 0.33

$ 1.23

$ 1.08

Diluted

$ 0.40

$ 0.33

$ 1.22

$ 1.07

Unaudited Condensed Consolidated Statements of Comprehensive Income (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2016

Jun. 30, 2016

Mar. 31, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Statement of Comprehensive Income [Abstract]

Net income

$ 122,688

$ 142,785

$ 112,171

$ 101,346

$ 377,644

$ 328,163

Other comprehensive (loss) income:

Foreign currency translation

(12,317)

(33,458)

(85,434)

(43,758)

Net change in unrecognized gains/losses on derivative instruments, net of tax

3,059

612

(123)

1,813

Net change in unrealized gains/losses on pension plan, net of tax

94

(25)

361

82

Total other comprehensive (loss) income

(9,164)

(32,871)

(85,196)

(41,863)

Total comprehensive income

$ 113,524

$ 68,475

$ 292,448

$ 286,300

Unaudited Condensed Consolidated Statements of Cash Flows (USD $)

In Thousands, unless otherwise specified

9 Months Ended

Sep. 30, 2016

Sep. 30, 2015

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$ 377,644

$ 328,163

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

150,370

94,688

Stock-based compensation expense

17,062

16,291

Loss on debt extinguishment

26,650

0

Gains on foreign exchange contracts - acquisition related

(18,342)

Other

6,711

6,580

Changes in operating assets and liabilities, net of effects from acquisitions:

Receivables, net

(46,376)

(6,304)

Inventories, net

27,070

22,345

Prepaid income taxes/income taxes payable

4,134

39,639

Accounts payable

(12,412)

(11,139)

Other operating assets and liabilities

(8,360)

14,732

Net cash provided by operating activities

524,151

504,995

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property, plant and equipment

(152,746)

(99,573)

Acquisitions, net of cash acquired

(1,301,127)

(157,357)

Proceeds from foreign exchange contracts

18,342

0

Other investing activities, net

10,841

3,174

Net cash used in investing activities

(1,424,690)

(253,756)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from exercise of stock options

7,525

7,534

Taxes paid related to net share settlements of stock-based compensation awards

(4,440)

(7,423)

Debt issuance costs

(16,404)

0

Proceeds from issuance of euro notes

563,450

0

Borrowings under revolving credit facilities

1,961,702

282,421

Repayments under revolving credit facilities

(1,239,234)

(433,840)

Borrowings under term loans

338,478

0

Repayments under term loans

(9,461)

(16,875)

Borrowings under receivables securitization facility

100,480

3,858

Repayments under receivables securitization facility

(66,500)

(8,958)

Borrowings (repayments) of other debt, net

(2,362)

(50,843)

Repayment of Rhiag Debt and Related payments

(543,347)

0

Repayment of Rhiag debt and related payments

(1,405)

(2,491)

Net cash provided by (used in) financing activities

1,088,482

(226,617)

Effect of exchange rate changes on cash and equivalents

(3,489)

(2,141)

Net increase in cash and equivalents

184,454

22,481

Cash and equivalents, beginning of period

87,397

114,605

Cash and equivalents, end of period

271,851

137,086

Supplemental disclosure of cash paid for:

Income taxes, net of refunds

184,719

138,192

Interest

65,888

35,430

Supplemental disclosure of noncash investing and financing activities:

Notes payable and other financing obligations, including notes issued and debt assumed in connection with business acquisitions

560,955

28,598

Noncash property, plant and equipment additions

$ 1,617

$ 4,841

Unaudited Condensed Consolidated Statements of Stockholders' Equity (USD $)

In Thousands, except Share data

Total

Common Stock

Additional Paid-In Capital

Retained Earnings

Accumulated Other Comprehensive Loss

Beginning balance at Dec. 31, 2015

$ 3,114,682

$ 3,055

$ 1,090,713

$ 2,126,384

$ (105,470)

Beginning balance, shares at Dec. 31, 2015

305,574,000

Net Income

377,644

0

377,644

0

Total other comprehensive (loss) income

(85,196)

0

(85,196)

RSUs vested, shares

846,000

Restricted stock units vested, value

(4,440)

8

(4,448)

0

Stock-based compensation expense

17,062

0

Stock options exercised, shares

1,067,000

Exercise of stock options, value

7,525

11

7,514

0

Ending balance at Sep. 30, 2016

$ 3,427,277

$ 3,074

$ 1,110,841

$ 2,504,028

$ (190,666)

Ending balance, shares at Sep. 30, 2016

307,487,000

Interim Financial Statements

The unaudited financial statements presented in this report represent the consolidation of LKQ Corporation, a Delaware corporation, and its subsidiaries. LKQ Corporation is a holding company and all operations are conducted by subsidiaries. When the terms "LKQ," "the Company," "we," "us," or "our" are used in this document, those terms refer to LKQ Corporation and its consolidated subsidiaries.

We have prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to interim financial statements. Accordingly, certain information related to our significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted. These unaudited condensed consolidated financial statements reflect, in the opinion of management, all material adjustments (which include only normally recurring adjustments) necessary to fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Operating results for interim periods are not necessarily indicative of the results that can be expected for any subsequent interim period or for a full year. These interim financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our most recent Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on February 25, 2016.

As described in Note 2, "Business Combinations," on April 21, 2016, we completed our acquisition of Pittsburgh Glass Works LLC ("PGW"), a leading global distributor and manufacturer of automotive glass products. With our acquisition of PGW, we present an additional reportable segment, Glass. Our unaudited condensed consolidated financial statements reflect the impact of PGW from the date of acquisition through September 30, 2016.

Business Combinations

On March 18, 2016, LKQ acquired Rhiag-Inter Auto Parts Italia S.p.A. ("Rhiag"), a distributor of aftermarket spare parts for passenger cars and commercial vehicles in Italy, Czech Republic, Slovakia, Switzerland, Hungary, Romania, Ukraine, Bulgaria, Poland and Spain. This acquisition expanded LKQ's geographic presence in continental Europe, and we believe the acquisition will generate potential purchasing synergies. Total acquisition date fair value of the consideration for our Rhiag acquisition was €534.2 million ($602.0 million), composed of €533.6 million ($601.4 million) of cash (net of cash acquired) and €0.6 million ($0.6 million) of intercompany balances considered to be effectively settled as part of the transaction. In addition, we assumed €488.8 million ($550.8 million) of existing Rhiag debt as of the acquisition date.

To fund the purchase price of the Rhiag acquisition, LKQ entered into foreign currency forward contracts in March 2016 to acquire a total of €588 million. The rates locked in under the foreign currency forwards were favorable to the spot rate on the settlement date, and as a result, these derivative contracts generated a gain of $18.3 million during the three months ended March 31, 2016. The gain on the foreign currency forwards was recorded in Gains on foreign exchange contracts - acquisition related on our unaudited condensed consolidated statement of income for the nine months ended September 30, 2016.

We recorded $581.8 million of goodwill related to our acquisition of Rhiag, which we do not expect to be deductible for income tax purposes. In the period between the acquisition date and September 30, 2016, Rhiag, which is reported in our Europe reportable segment, generated revenue of $586.4 million and operating income of $17.2 million, which included $10.9 million of acquisition related costs.

On April 21, 2016, LKQ acquired PGW. PGW’s business comprises wholesale and retail distribution services and automotive glass manufacturing. The acquisition expanded our addressable market in North America and globally. Additionally, we believe the acquisition will create potential distribution synergies with our existing network. Total acquisition date fair value of the consideration for our PGW acquisition was $661.7 million, consisting of cash paid (net of cash acquired). We recorded $221.6 million of goodwill related to our acquisition of PGW, of which we expect $91.6 million to be deductible for income tax purposes. In the period between the acquisition date and September 30, 2016, PGW generated revenue of $468.5 million and operating income of $23.0 million, which included $2.1 million of acquisition related costs.

In addition to our acquisitions of Rhiag and PGW, we acquired five wholesale businesses in Europe and one wholesale business in North America during the nine months ended September 30, 2016. Total acquisition date fair value of the consideration for these acquisitions was $42.3 million, composed of $38.0 million of cash (net of cash acquired), $1.4 million of notes payable, and $3.0 million of other purchase price obligations. During the nine months ended September 30, 2016, we recorded $30.1 million of goodwill related to these acquisitions and immaterial adjustments to preliminary purchase price

allocations related to certain of our 2015 acquisitions. We expect that substantially all of the goodwill recorded for these acquisitions will not be deductible for income tax purposes. In the period between the acquisition dates and September 30, 2016, these acquisitions generated revenue of $14.9 million and operating income of $1.1 million.

In October 2016, we acquired substantially all of the business assets of Andrew Page Limited out of receivership. Andrew Page Limited is a distributor of aftermarket automotive parts in the United Kingdom, and the acquisition is subject to customary regulatory approval from the Competition and Markets Authority in the U.K. The preliminary aggregate cash purchase price for this acquisition was approximately £16.5 million ($21.1 million). We are in the process of completing the purchase accounting for this acquisition, and as a result, we are unable to disclose the amounts recognized for each major class of assets acquired and liabilities assumed, or the pro forma effect of the acquisition on our results of operations.

During 2015, we completed 18 acquisitions, including 4 wholesale businesses in North America, 12 wholesale businesses in Europe, a self service retail operation, and a specialty vehicle aftermarket business. Our wholesale business acquisitions in North America included PartsChannel, Inc. ("Parts Channel"), an aftermarket collision parts distributor. The specialty aftermarket business acquired was The Coast Distribution System, Inc. ("Coast"), a supplier of replacement parts, supplies and accessories in North America for the recreational vehicle and outdoor recreation markets. Our European acquisitions included 11 aftermarket parts distribution businesses in the Netherlands, 9 of which were former customers of and distributors for our Netherlands subsidiary, Sator Beheer B.V. ("Sator") and were acquired with the objective of expanding our distribution network in the Netherlands. Our other acquisitions completed during 2015 enabled us to expand our geographic presence. Total acquisition date fair value of the consideration for these acquisitions was $187.9 million, composed of $161.3 million of cash (net of cash acquired), $4.3 million of notes payable, $21.2 million of other purchase price obligations, and $1.1 million of pre-existing balances between us and the acquired entities considered to be effectively settled as a result of the acquisitions. During the year ended December 31, 2015, we recorded $92.2 million of goodwill related to these acquisitions and immaterial adjustments to preliminary purchase price allocations related to certain of our 2014 acquisitions. We expect $69.9 million of the $92.2 million of goodwill recorded to be deductible for income tax purposes.

Our acquisitions are accounted for under the purchase method of accounting and are included in our unaudited condensed consolidated financial statements from the dates of acquisition. The purchase prices were allocated to the net assets acquired based upon estimated fair market values at the dates of acquisition. The purchase price allocations for the acquisitions made during the nine months ended September 30, 2016 and the last three months of 2015 are preliminary as we are in the process of determining the following: 1) valuation amounts for certain receivables, inventories and fixed assets acquired; 2) valuation amounts for certain intangible assets acquired; 3) the acquisition date fair value of certain liabilities assumed; and 4) the final estimation of the tax basis of the entities acquired. We have recorded preliminary estimates for certain of the items noted above and will record adjustments, if any, to the preliminary amounts upon finalization of the valuations. From the date of our preliminary allocation for Rhiag in the first quarter of 2016 through September 30, 2016, we recorded adjustments based on our valuation procedures for our acquisition of Rhiag that resulted in the allocation of $158.0 million of goodwill to acquired assets, primarily intangible assets and property, plant and equipment. Additionally, from the date of our preliminary allocation for PGW as of June 30, 2016 through September 30, 2016, we recorded adjustments based on our valuation procedures that resulted in a $37.6 million increase to goodwill recorded for our PGW acquisition. This was primarily

attributable to a decline in the value allocated to property, plant and equipment, partially offset by an allocation of goodwill to

acquired assets, primarily intangible assets. The income statement effect of the Rhiag and PGW measurement period adjustments that would have been recorded in previous reporting periods if the adjustment had been recognized as of the acquisition date was immaterial. The balance sheet impact and income statement effect of other measurement-period adjustments recorded for acquisitions completed in prior periods was immaterial.

The preliminary purchase price allocations for the acquisitions completed during the nine months ended September 30, 2016 and the year ended December 31, 2015 are as follows (in thousands):



	Nine Months Ended												Year Ended
	September 30, 2016												December 31, 2015
	Rhiag			PGW			Other Acquisitions			Total			All Acquisitions
Receivables	$	230,670		$	136,523		$	9,924		$	377,117		$	29,628
Receivable reserves	(28,242		)	(6,146		)	(780		)	(35,168		)	(3,926		)
Inventories, net ⁽¹⁾	239,529			169,159			12,690			421,378			79,646
Prepaid expenses and other current assets	10,822			42,573			2,027			55,422			3,337
Property, plant and equipment	58,062			225,712			3,736			287,510			11,989
Goodwill	581,777			221,571			30,069			833,417			92,175
Other intangibles	429,460			35,054			30			464,544			9,926
Other assets	2,092			57,672			(288		)	59,476			5,166
Deferred income taxes	(109,833		)	2,024			(306		)	(108,115		)	4,102
Current liabilities assumed	(238,375		)	(167,520		)	(13,022		)	(418,917		)	(39,191		)
Debt assumed	(550,843		)	(4,027		)	(1,734		)	(556,604		)	(2,365		)
Other noncurrent liabilities assumed	(23,112		)	(50,847		)	—			(73,959		)	(2,651		)
Other purchase price obligations	—			—			(2,991		)	(2,991		)	(21,199		)
Notes issued	—			—			(1,360		)	(1,360		)	(4,296		)
Settlement of pre-existing balances	(591		)	—			(32		)	(623		)	(1,073		)
Cash used in acquisitions, net of cash acquired	$	601,416		$	661,748		$	37,963		$	1,301,127		$	161,268

⁽¹⁾ The PGW inventory balance includes the impact of a $9.8 million step-up adjustment to report the inventory at its fair value.

Other noncurrent liabilities recorded for our acquisitions of Rhiag and PGW includes a liability for certain pension and other post-retirement obligations we assumed with the acquisitions. Due to the immateriality of these plans, we have not provided the detailed disclosures otherwise prescribed by the accounting guidance on pensions and other post-retirement obligations.

The primary objectives of our acquisitions made during the nine months ended September 30, 2016 and the year ended December 31, 2015 were to create economic value for our stockholders by enhancing our position as a leading source for alternative collision and mechanical repair products and to expand into other product lines and businesses that may benefit from our operating strengths. Our 2016 acquisition of Rhiag enabled us to expand our market presence in continental Europe. We believe that our Rhiag acquisition will allow for synergies within our European operations, most notably in procurement, and these projected synergies contributed to the goodwill recorded on the Rhiag acquisition. Our April 2016 acquisition of PGW enabled us to enter into new product lines and increase the size of our addressable market. In addition, we believe that our PGW acquisition will allow for distribution synergies with our existing network in North America, which contributed to the goodwill recorded on the acquisition.

When we identify potential acquisitions, we attempt to target companies with a leading market presence, an experienced management team and workforce that provide a fit with our existing operations, and strong cash flows. For certain of our acquisitions, we have identified cost savings and synergies as a result of integrating the company with our existing business that provide additional value to the combined entity. In many cases, acquiring companies with these characteristics will result in purchase prices that include a significant amount of goodwill.

The following pro forma summary presents the effect of the businesses acquired during the nine months ended September 30, 2016 as though the businesses had been acquired as of January 1, 2015 and the businesses acquired during the year ended December 31, 2015 as though they had been acquired as of January 1, 2014. The pro forma adjustments are based upon unaudited financial information of the acquired entities (in thousands, except per share data):



	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2016		2015			2016			2015
Revenue, as reported	$	2,386,830	$	1,831,732		$	6,758,999		$	5,443,714
Revenue of purchased businesses for the period prior to acquisition:
Rhiag	—		256,479			213,376			738,364
PGW	—		281,004			328,000			818,389
Other acquisitions	5,551		48,061			44,763			269,402
Pro forma revenue	$	2,392,381	$	2,417,276		$	7,345,138		$	7,269,869

Net income, as reported	$	122,688	$	101,346		$	377,644		$	328,163
Net income of purchased businesses for the period prior to acquisition, and pro forma purchase accounting adjustments:
Rhiag	—		5,091			(447		)	9,670
PGW	—		8,466			13,573			11,121
Other acquisitions	239		(32		)	2,467			6,755
Acquisition related expenses, net of tax ⁽²⁾	375		636			10,781			1,440
Pro forma net income	$	123,302	$	115,507		$	404,018		$	357,149

Earnings per share, basic—as reported	$	0.40	$	0.33		$	1.23		$	1.08
Effect of purchased businesses for the period prior to acquisition:
Rhiag	—		0.02			0.00			0.03
PGW	—		0.03			0.04			0.04
Other acquisitions	0.00		0.00			0.01			0.02
Acquisition related expenses, net of tax⁽²⁾	0.00		0.00			0.04			0.00
Pro forma earnings per share, basic ⁽¹⁾	$	0.40	$	0.38		$	1.32		$	1.17

Earnings per share, diluted—as reported	$	0.40	$	0.33		$	1.22		$	1.07
Effect of purchased businesses for the period prior to acquisition:
Rhiag	—		0.02			0.00			0.03
PGW	—		0.03			0.04			0.04
Other acquisitions	0.00		0.00			0.01			0.02
Acquisition related expenses, net of tax⁽²⁾	0.00		0.00			0.03			0.00
Pro forma earnings per share, diluted ⁽¹⁾	$	0.40	$	0.38		$	1.30		$	1.16

⁽¹⁾ The sum of the individual earnings per share amounts may not equal the total due to rounding.

⁽²⁾Includes expenses related to acquisitions closed in the period and excludes expenses for acquisitions not yet completed.

Unaudited pro forma supplemental information is based upon accounting estimates and judgments that we believe are reasonable. The unaudited pro forma supplemental information includes the effect of purchase accounting adjustments, such as the adjustment of inventory acquired to fair value; adjustments to depreciation on acquired property, plant and equipment; adjustments to rent expense for above or below market leases; adjustments to amortization on acquired intangible assets; adjustments to interest expense; and the related tax effects. The pro forma impact of our acquisitions also reflects the elimination of acquisition related expenses, net of tax. Refer to Note 4, "Restructuring and Acquisition Related Expenses," for further information regarding our acquisition related expenses. These pro forma results are not necessarily indicative of what would have occurred if the acquisitions had been in effect for the periods presented or of future results.

Financial Statement Information

Summary of Significant Accounting Policies

Revenue Recognition

The majority of our revenue is derived from the sale of vehicle parts. Revenue is recognized when the products are shipped to, delivered to or picked up by customers and title has transferred, subject to an allowance for estimated returns, discounts and allowances that we estimate based upon historical information. We recorded a reserve for estimated returns, discounts and allowances of approximately $35.6 million and $32.8 million at September 30, 2016 and December 31, 2015, respectively. We present taxes assessed by governmental authorities collected from customers on a net basis. Therefore, the taxes are excluded from revenue on our Unaudited Condensed Consolidated Statements of Income and are shown as a current liability on our Unaudited Condensed Consolidated Balance Sheets until remitted. We recognize revenue from the sale of scrap metal, other metals, and cores when title has transferred, which typically occurs upon delivery to the customer.

Allowance for Doubtful Accounts

We have a reserve for uncollectible accounts which was approximately $50.2 million and $24.6 million at September 30, 2016 and December 31, 2015, respectively. Our March 2016 acquisition of Rhiag and our April 2016 acquisition of PGW contributed $23.0 million and $4.8 million, respectively, to our reserve for uncollectible accounts. See Note 2, "Business Combinations" for further information on our acquisitions.

Inventories, net

Inventories, net consists of the following (in thousands):



	September 30,		December 31,
	2016		2015
Aftermarket and refurbished products	$	1,450,981	$	1,146,162
Salvage and remanufactured products	386,688		410,390
Glass manufacturing products ⁽¹⁾	74,899		—
Total inventories, net	$	1,912,568	$	1,556,552

⁽¹⁾Includes all inventory types related to PGW's manufacturing and fabrication of original equipment manufacturer ("OEM") automotive glass parts. Aftermarket automotive glass products distributed by PGW are included within aftermarket and refurbished products above. The balance of glass manufacturing products as of September 30, 2016 is composed of $14.3 million of raw materials, $22.7 million of work in process, and $37.9 million of finished goods. Our U.S. glass manufacturing products inventory is stated at the lower of cost, using the first-in first-out method, or market.

Our acquisitions completed during 2016, including our March 2016 acquisition of Rhiag and our April 2016 acquisition of PGW, and adjustments to preliminary valuations of inventory for certain of our 2015 acquisitions as of the acquisition date, contributed $339.7 million to our aftermarket and refurbished products inventory, $3.9 million to our salvage and remanufactured products inventory, and $77.8 million to our glass manufacturing products inventory. See Note 2, "Business Combinations" for further information on our acquisitions.

Property, Plant and Equipment

In Note 3, "Financial Statement Information" in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 filed with the SEC on August 2, 2016, we included certain disclosures related to our property, plant and equipment as of June 30, 2016 due to the material changes resulting from the acquisitions of Rhiag and PGW. There have been no material changes to the information contained in those disclosures as of September 30, 2016.

Included in Cost of Goods Sold on the Unaudited Condensed Consolidated Statements of Income is depreciation expense associated with our refurbishing, remanufacturing, glass manufacturing, and furnace operations as well as our distribution centers.

Intangible Assets

Intangible assets consist primarily of goodwill (the cost of purchased businesses in excess of the fair value of the identifiable net assets acquired) and other specifically identifiable intangible assets, such as trade names, trademarks, customer and supplier relationships, software and other technology related assets, and covenants not to compete.

The changes in the carrying amount of goodwill by reportable segment during the nine months ended September 30, 2016 are as follows (in thousands):



	North America		Europe			Specialty			Glass			Total
Balance as of January 1, 2016	$	1,445,850	$	594,482		$	278,914		$	—		$	2,319,246
Business acquisitions and adjustments to previously recorded goodwill	2,304		605,877			3,665			221,571			833,417
Exchange rate effects	1,989		(36,608		)	(294		)	(600		)	(35,513		)
Balance as of September 30, 2016	$	1,450,143	$	1,163,751		$	282,285		$	220,971		$	3,117,150

During the nine months ended September 30, 2016, we recorded $581.8 million of goodwill related to our acquisition of Rhiag and $221.6 million related to our acquisition of PGW. See Note 2, "Business Combinations" for further information on our acquisitions.

The components of other intangibles are as follows (in thousands):



	September 30, 2016							December 31, 2015
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Trade names and trademarks	$	300,248	$	(52,995	)	$	247,253	$	172,219	$	(43,458	)	$	128,761
Customer and supplier relationships	412,711		(77,914		)	334,797		95,508		(41,007		)	54,501
Software and other technology related assets	59,349		(27,131		)	32,218		44,500		(17,844		)	26,656
Covenants not to compete	11,795		(6,817		)	4,978		10,774		(5,575		)	5,199
	$	784,103	$	(164,857	)	$	619,246	$	323,001	$	(107,884	)	$	215,117

The components of other intangibles acquired during the nine months ended September 30, 2016 include the following (in thousands):



	Gross Amount
	Rhiag		PGW
Trade names and trademarks	$	127,351	$	4,700
Customer and supplier relationships	291,893		27,700
Software and other technology related assets	10,216		1,054
Covenants not to compete	—		1,600
	$	429,460	$	35,054

Amortization expense for intangible assets was $58.2 million and $25.0 million during the nine months ended September 30, 2016 and 2015, respectively. Estimated amortization expense for each of the five years in the period ending December 31, 2020 is $82.8 million, $90.8 million, $75.1 million, $60.4 million and $49.3 million, respectively.

Warranty Reserve

Some of our salvage mechanical products are sold with a standard six month warranty against defects. Additionally, some of our remanufactured engines are sold with a standard three year warranty against defects. We also provide a limited lifetime warranty for certain of our aftermarket products. We record the estimated warranty costs at the time of sale using historical warranty claim information to project future warranty claims activity. The changes in the warranty reserve are as follows (in thousands):



Balance as of January 1, 2016	$	17,363
Warranty expense	23,789
Warranty claims	(21,917		)
Balance as of September 30, 2016	$	19,235

Investments in Unconsolidated Subsidiaries

In February 2016, we sold our investment in ACM Parts Pty Ltd ("ACM"). As part of the PGW acquisition, we obtained ownership interests in three joint ventures, including glass manufacturing operations in China and Mexico. Our investment in unconsolidated subsidiaries and our equity in the net earnings of the investees was not material as of and for the three and nine months ended September 30, 2016.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"), which was amended in July 2015. This update outlines a new comprehensive revenue recognition model that supersedes most current revenue recognition guidance, and requires companies to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities adopting the standard have the option of using either a full retrospective or modified retrospective approach in the application of this guidance. ASU 2014-09 will be effective for the Company during the first quarter of our fiscal year 2018. Early adoption is permitted for annual reporting periods beginning after December 15, 2016; however, we do not plan to early adopt. Based on our preliminary assessment, the new guidance will change the way we present sales returns, but we do not anticipate the adoption will have a material impact on our current revenue recognition policies or practices. We will continue to evaluate the potential effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures, which may identify other impacts.

In September 2015, the FASB issued Accounting Standards Update 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments" ("ASU 2015-16"), which requires an acquirer to recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustments are identified as opposed to recognition as if the accounting had been completed as of the acquisition date. The ASU also requires disclosure regarding amounts that would have been recorded in previous reporting periods if the adjustment had been recognized as of the acquisition date. ASU 2015-16 became effective for the Company during the first quarter of our fiscal year 2016 and is being applied on a prospective basis. The measurement-period adjustments for our acquisitions and the related impact on earnings of any amounts that would have been recorded in previous periods are disclosed in Note 2, "Business Combinations."

In February 2016, the FASB issued Accounting Standards Update 2016-02, "Leases" ("ASU 2016-02"), to increase transparency and comparability by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between current GAAP and this ASU is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under current GAAP. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The standard requires that entities apply the effects of these changes using a modified retrospective approach, which includes a number of optional practical expedients. While we are still in the process of quantifying the impact that the adoption of ASU 2016-02 will have on our consolidated financial statements and related disclosures, we anticipate the adoption will materially affect our consolidated balance sheet and disclosures, as the majority of our operating leases will be recorded on the balance sheet under ASU 2016-02. We do not anticipate adoption of this accounting standard to have a material impact to our consolidated statements of income.

In March 2016, the FASB issued Accounting Standards Update No. 2016-09, "Improvements to Employee Share-Based Payment Accounting" (“ASU 2016-09”), to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows, the treatment of forfeitures, and calculation of earnings per share. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. During the three months ended September 30, 2016, the Company elected to early adopt ASU 2016-09 effective January 1, 2016. The provisions of the accounting standard related to the recognition of excess tax benefits in income tax expense were adopted prospectively, and resulted in the recognition of an $11.5 million income tax benefit and an increase of $0.04 to both basic and diluted earnings per share during the nine months ended September 30, 2016. The recognition of the income tax benefit during the nine months ended September 30, 2016 resulted in a corresponding increase of $11.5 million to retained earnings, with an equal offset to Additional Paid in Capital as of September 30, 2016 related to the recognition of excess tax benefits in 2016. While the full year-to-date impact is reported in the third quarter year-to-date results, the results for the three months ended September 30, 2016 reflect only the quarter-to-date impact of adopting this standard; quarterly information for the first and second quarters of 2016 will be recast in future filings when results for these periods are presented. Refer to the table below for the impact to quarterly net income, and basic and diluted earnings per share as a result of adopting this accounting standard. The presentation of excess tax benefits on share-based payments was adjusted retrospectively within the Unaudited Condensed Consolidated Statements of Cash Flows, resulting in an $11.7 million and $13.7 million increase in operating cash flows for the nine months ended September 30, 2016 and 2015, respectively, with a corresponding decrease to financing cash flows.

The impact to our quarterly financial statements as a result of adoption of ASU 2016-09 is presented below (in thousands, except per share amounts):



	Three Months Ended						Nine Months Ended
	March 31, 2016		June 30, 2016		September 30, 2016		September 30, 2016
Net Income
Prior to adoption of ASU 2016-09	$	107,732	$	140,737	$	117,704	$	366,173
Adjustment - adoption of ASU 2016-09	4,439		2,048		4,984		11,471
As adjusted	$	112,171	$	142,785	$	122,688	$	377,644

Basic Earnings per Share ⁽¹⁾
Prior to adoption of ASU 2016-09	$	0.35	$	0.46	$	0.38	$	1.19
Adjustment - adoption of ASU 2016-09	0.02		0.01		0.02		0.04
As adjusted	$	0.37	$	0.47	$	0.40	$	1.23

Diluted Earnings per Share ⁽¹⁾
Prior to adoption of ASU 2016-09	$	0.35	$	0.46	$	0.38	$	1.18
Adjustment - adoption of ASU 2016-09	0.01		0.00		0.02		0.04
As adjusted	$	0.36	$	0.46	$	0.40	$	1.22

⁽¹⁾ The sum of the individual earnings per share amounts may not equal the total due to rounding.

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, "Classification of Certain Cash Receipts and Cash Payments" ("ASU 2016-15"), to add and clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows. The ASU includes guidance on classification for the following items: debt prepayment or debt extinguishment costs, settlement of zero coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims and corporate-owned or bank-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and other separately identifiable cash flows where application of the predominance principle is prescribed. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017; early adoption is permitted. The guidance requires retrospective application to all periods presented unless it is impracticable to do so. We are still evaluating the impact that ASU 2016-15 will have on our consolidated financial statements and related disclosures.

Restructuring and Acquisition Related Expenses

Acquisition Related Expenses

Acquisition related expenses, which include external costs such as legal, accounting, and advisory fees, totaled $2.7 million and $18.4 million for the three and nine months ended September 30, 2016, respectively. Of our 2016 expenses, $10.9 million related to our acquisition of Rhiag, $4.1 million related to our acquisition of PGW, and $3.4 million related to other completed and potential acquisitions. Acquisition related expenses incurred during the three and nine months ended September 30, 2015 totaled $1.2 million and $2.4 million, respectively. The expenses incurred in the three and nine months ended September 30, 2015 were primarily related to our acquisition of eleven aftermarket distribution businesses in the Netherlands and our acquisition of Coast.

Acquisition Integration Plans

During the three and nine months ended September 30, 2016, we incurred $5.7 million and $13.9 million of restructuring expenses, respectively. Expenses incurred during the three and nine months ended September 30, 2016 were primarily a result of the integration of our acquisition of Parts Channel into our existing North America wholesale business, the integration of our Coast acquisition into our existing Specialty business, and restructuring activities within our Glass segment. Expenses incurred were primarily related to facility closure and relocation costs for duplicate facilities, the merger of existing facilities into larger distribution centers, and the termination of employees.

During the three and nine months ended September 30, 2015, we incurred $3.4 million and $10.3 million of restructuring expenses, respectively. These expenses were primarily a result of the integration of our acquisition of Parts Channel into our existing North American wholesale business and our October 2014 acquisition of Stag Parkway Holding Company, a supplier of parts for recreational vehicles, into our Specialty business. Expenses incurred were primarily related to facility closure and relocation costs for duplicate facilities, and the termination of employees in connection with the consolidation of overlapping facilities with our existing business.

We expect to incur expenses related to the integration of certain of our other acquisitions into our existing operations during the fourth quarter of 2016 and extending into 2017. These integration activities are expected to include the closure of duplicate facilities, rationalization of personnel in connection with the consolidation of overlapping facilities with our existing business and moving expenses. Future expenses to complete these integration plans are expected to be less than $5.0 million; this amount excludes any potential future restructuring expense related to the integration of our acquisitions of Rhiag and PGW with our existing business.

Stock-Based Compensation

In order to attract and retain employees, non-employee directors, consultants, and other persons associated with us, we may grant qualified and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance shares and performance units under the LKQ Corporation 1998 Equity Incentive Plan (the “Equity Incentive Plan”). We have granted RSUs, stock options, and restricted stock under the Equity Incentive Plan. We expect to issue new shares of common stock to cover past and future equity grants.

RSUs

RSUs vest over periods of up to five years, subject to a continued service condition. Currently outstanding RSUs contain either a time-based vesting condition or a combination of a performance-based vesting condition and a time-based vesting condition, in which case, both conditions must be met before any RSUs vest. For the RSUs containing a performance-based vesting condition, the Company must report positive diluted earnings per share, subject to certain adjustments, during any fiscal year period within five years following the grant date. Each RSU converts into one share of LKQ common stock on the applicable vesting date. The grant date fair value of RSUs is based on the market price of LKQ stock on the grant date.

During the nine months ended September 30, 2016, we granted 976,318 RSUs to employees. The fair value of RSUs that vested during the nine months ended September 30, 2016 was $29.2 million.

The following table summarizes activity related to our RSUs under the Equity Incentive Plan for the nine months ended September 30, 2016:



	Number Outstanding		Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value (in thousands) ⁽¹⁾
Unvested as of January 1, 2016	1,981,292		$	24.19	$	58,706
Granted	976,318		$	29.05
Vested	(996,607	)	$	22.30
Forfeited / Canceled	(74,196	)	$	27.18
Unvested as of September 30, 2016	1,886,807		$	27.58	$	66,906
Expected to vest after September 30, 2016	1,781,698		$	27.63	$	63,179

⁽¹⁾The aggregate intrinsic value of unvested and expected to vest RSUs represents the total pretax intrinsic value (the fair value of the Company's stock on the last day of each period multiplied by the number of units) that would have been received by the holders had all RSUs vested. This amount changes based on the market price of the Company’s common stock.

Stock Options

Stock options vest over periods of up to five years, subject to a continued service condition. Stock options expire either six or ten years from the date they are granted. No options were granted during the nine months ended September 30, 2016.

The following table summarizes activity related to our stock options under the Equity Incentive Plan for the nine months ended September 30, 2016:



	Number Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands) ⁽¹⁾
Balance as of January 1, 2016	3,765,952		$	8.63	2.9	$	79,317
Exercised	(1,066,756	)	$	7.05
Forfeited / Canceled	(17,400	)	$	23.66
Balance as of September 30, 2016	2,681,796		$	9.16	2.5	$	70,519
Exercisable as of September 30, 2016	2,600,860		$	8.44	2.5	$	70,264
Exercisable as of September 30, 2016 and expected to vest thereafter	2,673,702		$	9.09	2.5	$	70,493

⁽¹⁾ The aggregate intrinsic value of outstanding, exercisable and expected to vest options represents the total pretax intrinsic value (the difference between the fair value of the Company's stock on the last day of each period and the exercise price, multiplied by the number of options where the fair value exceeds the exercise price) that would have been received by the option holders had all option holders exercised their options as of January 1, 2016 and September 30, 2016, respectively. This amount changes based on the market price of the Company’s common stock.

The following table summarizes the components of pre-tax stock-based compensation expense (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
RSUs	$	5,591	$	5,119	$	16,950	$	16,067
Stock options	46		58		112		224
Total stock-based compensation expense	$	5,637	$	5,177	$	17,062	$	16,291

As of September 30, 2016, unrecognized compensation expense related to unvested RSUs and stock options is $41.3 million and $0.1 million, respectively, and is expected to be recognized over weighted-average periods of 3.1 years and 0.3 years, respectively. Stock-based compensation expense related to these awards will be different to the extent that forfeitures are realized.

Earnings Per Share

The following chart sets forth the computation of earnings per share (in thousands, except per share amounts):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
Net Income	$	122,688	$	101,346	$	377,644	$	328,163
Denominator for basic earnings per share—Weighted-average shares outstanding	307,190		305,059		306,690		304,453
Effect of dilutive securities:
RSUs	681		603		686		678
Stock options	2,165		2,066		2,295		2,195
Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding	310,036		307,728		309,671		307,326
Earnings per share, basic	$	0.40	$	0.33	$	1.23	$	1.08
Earnings per share, diluted	$	0.40	$	0.33	$	1.22	$	1.07

Our earnings per share calculation for the three and nine months ended September 30, 2016 reflects the adoption of ASU 2016-09 as discussed in Note 3, "Financial Statement Information."

The following table sets forth the number of employee stock-based compensation awards outstanding but not included in the computation of diluted earnings per share because their effect would have been antidilutive for the three and nine months ended September 30, 2016 and 2015 (in thousands):



	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2016	2015	2016	2015
Antidilutive securities:
RSUs	—	272	76	306
Stock options	—	95	57	97

Accumulated Other Comprehensive Income (Loss)

The components of Accumulated Other Comprehensive Income (Loss) are as follows (in thousands):



	Three Months Ended												Three Months Ended
	September 30, 2016												September 30, 2015
	Foreign Currency Translation			Unrealized (Loss) Gain on Cash Flow Hedges			Unrealized (Loss) Gain on Pension Plans			Accumulated Other Comprehensive (Loss) Income			Foreign Currency Translation			Unrealized (Loss) Gain on Cash Flow Hedges			Unrealized (Loss) Gain on Pension Plan			Accumulated Other Comprehensive (Loss) Income
Beginning balance	$	(170,007	)	$	(4,114	)	$	(7,381	)	$	(181,502	)	$	(37,373	)	$	(2,200	)	$	(9,644	)	$	(49,217	)
Pretax (loss) income	(12,317		)	3,390			—			(8,927		)	(33,458		)	(575		)	—			(34,033		)
Income tax effect	—			(1,087		)	—			(1,087		)	—			185			—			185
Reclassification of unrealized loss	—			1,124			125			1,249			—			1,542			(34		)	1,508
Reclassification of deferred income taxes	—			(368		)	(31		)	(399		)	—			(540		)	9			(531		)
Ending Balance	$	(182,324	)	$	(1,055	)	$	(7,287	)	$	(190,666	)	$	(70,831	)	$	(1,588	)	$	(9,669	)	$	(82,088	)



	Nine Months Ended												Nine Months Ended
	September 30, 2016												September 30, 2015
	Foreign Currency Translation			Unrealized (Loss) Gain on Cash Flow Hedges			Unrealized (Loss) Gain on Pension Plans			Accumulated Other Comprehensive (Loss) Income			Foreign Currency Translation			Unrealized (Loss) Gain on Cash Flow Hedges			Unrealized (Loss) Gain on Pension Plan			Accumulated Other Comprehensive (Loss) Income
Beginning balance	$	(96,890	)	$	(932	)	$	(7,648	)	$	(105,470	)	$	(27,073	)	$	(3,401	)	$	(9,751	)	$	(40,225	)
Pretax (loss) income	(85,434		)	(3,332		)	—			(88,766		)	(43,758		)	(1,814		)	—			(45,572		)
Income tax effect	—			1,241			—			1,241			—			624			—			624
Reclassification of unrealized loss	—			2,912			482			3,394			—			4,627			109			4,736
Reclassification of deferred income taxes	—			(944		)	(121		)	(1,065		)	—			(1,624		)	(27		)	(1,651		)
Ending Balance	$	(182,324	)	$	(1,055	)	$	(7,287	)	$	(190,666	)	$	(70,831	)	$	(1,588	)	$	(9,669	)	$	(82,088	)

Unrealized losses on our interest rate swap contracts totaling $1.1 million and $2.9 million were reclassified to interest expense in our Unaudited Condensed Consolidated Statements of Income during the three and nine months ended September 30, 2016, respectively. During the three and nine months ended September 30, 2015, unrealized losses of $1.5 million and $4.6 million, respectively, related to our interest rate swaps were reclassified to interest expense. The deferred income taxes related to our cash flow hedges were reclassified from Accumulated Other Comprehensive Income to income tax expense.

Long-Term Obligations

Long-Term Obligations consist of the following (in thousands):



	September 30,			December 31,
	2016			2015
Senior secured credit agreement:
Term loans payable	$	748,870		$	410,625
Revolving credit facilities	1,202,042			480,481
Senior notes	600,000			600,000
Euro notes	561,750			—
Receivables securitization facility	96,980			63,000
Notes payable through October 2025 at weighted average interest rates of 2.2% and 2.2%, respectively	10,457			16,104
Other long-term debt at weighted average interest rates of 2.2% and 2.4%, respectively	69,825			29,485
Total debt	3,289,924			1,599,695
Less: long-term debt issuance costs	(23,268		)	(13,533		)
Less: current debt issuance cost	(2,482		)	(1,460		)
Total debt, net of issuance costs	3,264,174			1,584,702
Less: current maturities, net of debt issuance costs	(74,829		)	(56,034		)
Long term debt, net of debt issuance costs	$	3,189,345		$	1,528,668

Senior Secured Credit Agreement

On January 29, 2016, LKQ Corporation, LKQ Delaware LLP, and certain other subsidiaries (collectively, the "Borrowers") entered into the Fourth Amended and Restated Credit Agreement ("Credit Agreement"), which amended the Company’s Third Amended and Restated Credit Agreement by modifying certain terms to (1) extend the maturity date by approximately two years to January 29, 2021; (2) increase the total availability under the credit agreement from $2.3 billion to $3.2 billion (composed of $2.45 billion in the revolving credit facility's multicurrency component; and $750 million of term loans, which consist of a term loan of approximately $500 million and a €230 million term loan); (3) increase our ability to incur additional indebtedness; and (4) make other immaterial or clarifying modifications and amendments to the terms of the Third Amended and Restated Credit Agreement. The additional term loan borrowing was used to repay outstanding revolver borrowings and the amount outstanding under our receivables securitization facility, and to pay fees and expenses relating to the amendment and restatement. The remaining additional term loan borrowing was used to fund the Rhiag acquisition.

Amounts under the revolving credit facility are due and payable upon maturity of the Credit Agreement on January 29, 2021. Amounts under the initial and additional term loan borrowings will be due and payable in quarterly installments equal to 0.625% of the original principal amount on each of June 30, September 30, and December 31, 2016, and quarterly installments thereafter equal to 1.25% of the original principal amount beginning on March 31, 2017, with the remaining balance due and payable on the maturity date of the Credit Agreement.

We are required to prepay the term loan by amounts equal to proceeds from the sale or disposition of certain assets if the proceeds are not reinvested within twelve months. We also have the option to prepay outstanding amounts under the Credit Agreement without penalty.

The Credit Agreement contains customary representations and warranties, and contains customary covenants that provide limitations and conditions on our ability to enter into certain transactions. The Credit Agreement also contains financial and affirmative covenants, including limitations on our net leverage ratio and a minimum interest coverage ratio.

Borrowings under the Credit Agreement bear interest at variable rates, which depend on the currency and duration of the borrowing elected, plus an applicable margin. The applicable margin is subject to change in increments of 0.25% depending on our net leverage ratio. Interest payments are due on the last day of the selected interest period or quarterly in arrears depending on the type of borrowing. Including the effect of the interest rate swap agreements described in Note 9, "Derivative Instruments and Hedging Activities," the weighted average interest rates on borrowings outstanding under the Credit Agreement at September 30, 2016 and December 31, 2015 were 2.2% and 1.8%, respectively. We also pay a commitment fee based on the average daily unused amount of the revolving credit facilities. The commitment fee is subject to change in increments of 0.05% depending on our net leverage ratio. In addition, we pay a participation commission on outstanding letters of credit at an applicable rate based on our net leverage ratio, as well as a fronting fee of 0.125% to the issuing bank, which are due quarterly in arrears.

Of the total borrowings outstanding under the Credit Agreement, $33.2 million and $22.5 million were classified as current maturities at September 30, 2016 and December 31, 2015, respectively. As of September 30, 2016, there were letters of credit outstanding in the aggregate amount of $70.9 million. The amounts available under the revolving credit facilities are reduced by the amounts outstanding under letters of credit, and thus availability under the revolving credit facilities at September 30, 2016 was $1.2 billion.

Related to the execution of the Credit Agreement in January 2016, we incurred $6.1 million of fees, of which $5.0 million were capitalized as an offset to Long-Term Obligations and are amortized over the term of the agreement. The remaining $1.1 million of fees, together with $1.8 million of capitalized debt issuance costs related to our Third Amended and Restated Credit Agreement, were expensed during the nine months ended September 30, 2016 as a loss on debt extinguishment.

Senior Notes

In April 2014, LKQ Corporation completed an offer to exchange $600 million aggregate principal amount of registered 4.75% Senior Notes due 2023 (the "Notes") for notes previously issued through a private placement. The Notes are governed by the Indenture dated as of May 9, 2013 among LKQ Corporation, certain of our subsidiaries (the "Guarantors") and U.S. Bank National Association, as trustee. The Notes are substantially identical to those previously issued through the private placement, except the Notes are registered under the Securities Act of 1933.

The Notes bear interest at a rate of 4.75% per year from the most recent payment date on which interest has been paid or provided for. Interest on the Notes is payable in arrears on May 15 and November 15 of each year. The first interest payment was made on November 15, 2013. The Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.

The Notes and the guarantees are, respectively, LKQ Corporation's and each Guarantor's senior unsecured obligations and are subordinated to all of LKQ Corporation's and the Guarantors' existing and future secured debt to the extent of the assets securing that secured debt. In addition, the Notes are effectively subordinated to all of the liabilities of our subsidiaries that are not guaranteeing the Notes to the extent of the assets of those subsidiaries.

Repayment of Rhiag Acquired Debt and Debt Related Liabilities

On March 24, 2016, LKQ Netherlands B.V., a wholly-owned subsidiary of ours, borrowed €508 million under our multi-currency revolving credit facility to repay the Rhiag acquired debt and debt related liabilities. The borrowed funds were passed through an intercompany note to Rhiag and then were used to pay (i) $519.6 million (€465.0 million) for the principal of Rhiag senior note debt assumed with the acquisition, (ii) accrued interest of $8.0 million (€7.1 million) on the notes, (iii) the call premium of $23.8 million (€21.2 million) associated with early redemption of the notes and (iv) $4.9 million (€4.4 million) to terminate Rhiag’s outstanding interest rate swap related to the floating portion of the notes. The call premium is recorded as a loss on debt extinguishment in the Unaudited Condensed Consolidated Statements of Income.

Euro Notes

On April 14, 2016, LKQ Italia Bondco S.p.A. (the “Issuer”), an indirect, wholly-owned subsidiary of LKQ Corporation, completed an offering of €500 million aggregate principal amount of senior notes due April 1, 2024 (the “Euro Notes”) in a private placement conducted pursuant to Regulation S and Rule 144A under the Securities Act of 1933. The proceeds from the offering were used to repay a portion of the revolver borrowings under the Credit Agreement and to pay related fees and expenses. The Euro Notes are governed by the Indenture dated as of April 14, 2016 (the “Indenture”) among the Issuer, LKQ Corporation and certain of our subsidiaries (the “Euro Notes Subsidiaries”), the trustee, and the paying agent, transfer agent, and registrar.

The Euro Notes bear interest at a rate of 3.875% per year from the date of original issuance or from the most recent payment date on which interest has been paid or provided for. Interest on the Euro Notes is payable in arrears on April 1 and October 1 of each year, beginning on October 1, 2016. The Euro Notes are fully and unconditionally guaranteed by LKQ Corporation and the Euro Notes Subsidiaries (the "Euro Notes Guarantors").

The Euro Notes and the guarantees are, respectively, the Issuer’s and each Euro Notes Guarantor’s senior unsecured obligations and are subordinated to all of the Issuer's and the Euro Notes Guarantors’ existing and future secured debt to the extent of the assets securing that secured debt. In addition, the Euro Notes are effectively subordinated to all of the liabilities of our subsidiaries that are not guaranteeing the Euro Notes to the extent of the assets of those subsidiaries. The Euro Notes have been listed on the ExtraMOT, Professional Segment of the Borsa Italia S.p.A. securities exchange as well as the Global Exchange Market of the Irish Stock Exchange.

Related to the execution of the Euro Notes in April 2016, we incurred $10.3 million of fees which were capitalized as an offset to Long-Term Obligations and are amortized over the term of the offering.

Receivables Securitization Facility

On September 29, 2014, we amended the terms of the receivables securitization facility with The Bank of Tokyo-Mitsubishi UFJ, LTD. ("BTMU") to: (i) extend the term of the facility to October 2, 2017; (ii) increase the maximum amount available to $97 million; and (iii) make other clarifying and updating changes. Under the facility, LKQ sells an ownership interest in certain receivables, related collections and security interests to BTMU for the benefit of conduit investors and/or financial institutions for cash proceeds. Upon payment of the receivables by customers, rather than remitting to BTMU the amounts collected, LKQ retains such collections as proceeds for the sale of new receivables generated by certain of the ongoing operations of the Company.

The sale of the ownership interest in the receivables is accounted for as a secured borrowing in our Unaudited Condensed Consolidated Balance Sheets, under which the receivables included in the program collateralize the amounts invested by BTMU, the conduit investors and/or financial institutions (the "Purchasers"). The receivables are held by LKQ Receivables Finance Company, LLC ("LRFC"), a wholly-owned bankruptcy-remote special purpose subsidiary of LKQ, and therefore, the receivables are available first to satisfy the creditors of LRFC, including the investors. As of September 30, 2016 and December 31, 2015, $129.6 million and $136.1 million, respectively, of net receivables were collateral for the investment under the receivables facility.

Under the receivables facility, we pay variable interest rates plus a margin on the outstanding amounts invested by the Purchasers. The variable rates are based on (i) commercial paper rates, (ii) the London InterBank Offered Rate ("LIBOR"), or (iii) base rates, and are payable monthly in arrears. Commercial paper rates will be the applicable variable rate unless conduit investors are not available to invest in the receivables at commercial paper rates. In such case, financial institutions will invest at the LIBOR rate or at base rates. We also pay a commitment fee on the excess of the investment maximum over the average daily outstanding investment, payable monthly in arrears. As of September 30, 2016, the interest rate under the receivables facility was based on commercial paper rates and was 1.6%. The outstanding balances of $97.0 million and $63.0 million as of September 30, 2016 and December 31, 2015, respectively, were classified as long-term on the Unaudited Condensed Consolidated Balance Sheets because we have the ability and intent to refinance these borrowings on a long-term basis.

Derivative Instruments and Hedging Activities

We are exposed to market risks, including the effect of changes in interest rates, foreign currency exchange rates and commodity prices. Under our current policies, we use derivatives to manage our exposure to variable interest rates on our senior secured debt and changing foreign exchange rates for certain foreign currency denominated transactions. We do not hold or issue derivatives for trading purposes.

Cash Flow Hedges

At September 30, 2016, we had interest rate swap agreements in place to hedge a portion of the variable interest rate risk on our variable rate borrowings under our Credit Agreement, with the objective of reducing the impact of interest rate fluctuations and stabilizing cash flows. Under the terms of the interest rate swap agreements, we pay the fixed interest rate and receive payment at a variable rate of interest based on LIBOR for the respective currency of each interest rate swap agreement’s notional amount. The effective portion of changes in the fair value of the interest rate swap agreements is recorded in Accumulated Other Comprehensive Income (Loss) and is reclassified to interest expense when the underlying interest payment has an impact on earnings. The ineffective portion of changes in the fair value of the interest rate swap agreements is reported in interest expense. Our interest rate swap contracts have maturity dates ranging from 2016 through 2021.

In the first quarter of 2016, we entered into interest rate swap contracts representing a total of $440 million of U.S. dollar-denominated debt. In the second quarter of 2016, we entered into interest rate swap contracts representing a total of $150 million of U.S. dollar-denominated debt. The new swaps entered into in 2016 have maturity dates ranging from January to June 2021, and convert floating to fixed interest rates.

From time to time, we may hold foreign currency forward contracts related to certain foreign currency denominated intercompany transactions, with the objective of reducing the impact of changing exchange rates on these future cash flows, as well as reducing the impact of fluctuating exchange rates on our results of operations through the respective dates of settlement. Under the terms of the foreign currency forward contracts, we will sell the foreign currency in exchange for U.S. dollars at a fixed rate on the maturity dates of the contracts. The effective portion of the changes in fair value of the foreign currency forward contracts is recorded in Accumulated Other Comprehensive Income (Loss) and reclassified to other income (expense) when the underlying transaction has an impact on earnings.

The following table summarizes the notional amounts and fair values of our interest rate swaps that are designated cash flow hedges as of September 30, 2016 and December 31, 2015 (in thousands):



	Notional Amount				Fair Value at September 30, 2016 (USD)						Fair Value at December 31, 2015 (USD)
	September 30, 2016		December 31, 2015		Other Assets		Other Accrued Expenses		Other Noncurrent Liabilities		Other Accrued Expenses
Interest rate swap agreements
USD denominated	$	760,000	$	170,000	$	431	$	152	$	2,414	$	858
GBP denominated	£	50,000	£	50,000	—		60		—		465
CAD denominated	C$	—	C$	25,000	—		—		—		24
Total cash flow hedges					$	431	$	212	$	2,414	$	1,347

While our derivative instruments executed with the same counterparty are subject to master netting arrangements, we present our cash flow hedge derivative instruments on a gross basis in our Unaudited Condensed Consolidated Balance Sheets. The impact of netting the fair values of these contracts would not have a material effect on our Unaudited Condensed Consolidated Balance Sheets at September 30, 2016 or December 31, 2015.

The activity related to our cash flow hedges is included in Note 7, "Accumulated Other Comprehensive Income (Loss)." Ineffectiveness related to our cash flow hedges was immaterial to our results of operations during the three and nine months ended September 30, 2016 and September 30, 2015. We do not expect future ineffectiveness related to our cash flow hedges to have a material effect on our results of operations.

As of September 30, 2016, we estimate that $1.4 million of derivative losses (net of tax) included in Accumulated Other Comprehensive Loss will be reclassified into our consolidated statements of income within the next 12 months.

Other Derivative Instruments

We hold other short-term derivative instruments, including foreign currency forward contracts, to manage our exposure to variability related to inventory purchases and intercompany financing transactions denominated in a non-functional currency. We have elected not to apply hedge accounting for these transactions, and therefore the contracts are adjusted to fair value through our results of operations as of each balance sheet date, which could result in volatility in our earnings.

Fair Value Measurements

Financial Assets and Liabilities Measured at Fair Value

We use the market and income approaches to value our financial assets and liabilities, and during the three and nine months ended September 30, 2016, there were no significant changes in valuation techniques or inputs related to the financial assets or liabilities that we have historically recorded at fair value. The tiers in the fair value hierarchy include: Level 1, defined as observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The following tables present information about our financial assets and liabilities measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation inputs we utilized to determine such fair value as of September 30, 2016 and December 31, 2015 (in thousands):



	Balance as of September 30, 2016		Fair Value Measurements as of September 30, 2016
	Balance as of September 30, 2016		Level 1		Level 2		Level 3
Assets:
Cash surrender value of life insurance	$	34,811	$	—	$	34,811	$	—
Interest rate swaps	431		—		431		—
Total Assets	$	35,242	$	—	$	35,242	$	—
Liabilities:
Contingent consideration liabilities	$	3,168	$	—	$	—	$	3,168
Deferred compensation liabilities	36,289		—		36,289		—
Interest rate swaps	2,626		—		2,626		—
Total Liabilities	$	42,083	$	—	$	38,915	$	3,168



	Balance as of December 31, 2015		Fair Value Measurements as of December 31, 2015
	Balance as of December 31, 2015		Level 1		Level 2		Level 3
Assets:
Cash surrender value of life insurance	$	29,782	$	—	$	29,782	$	—
Total Assets	$	29,782	$	—	$	29,782	$	—
Liabilities:
Contingent consideration liabilities	$	4,584	$	—	$	—	$	4,584
Deferred compensation liabilities	30,336		—		30,336		—
Interest rate swaps	1,347		—		1,347		—
Total Liabilities	$	36,267	$	—	$	31,683	$	4,584

The cash surrender value of life insurance is included in Other Assets on our Unaudited Condensed Consolidated Balance Sheets. The current portion of deferred compensation and contingent consideration liabilities is included in Other Current Liabilities, and the noncurrent portion is included in Other Noncurrent Liabilities on our Unaudited Condensed Consolidated Balance Sheets based on the expected timing of the related payments. The balance sheet classification of the interest rate swaps is presented in Note 9, "Derivative Instruments and Hedging Activities."

Our Level 2 assets and liabilities are valued using inputs from third parties and market observable data. We obtain valuation data for the cash surrender value of life insurance and deferred compensation liabilities from third party sources, which determine the net asset values for our accounts using quoted market prices, investment allocations and reportable trades. We value our derivative instruments using a third party valuation model that performs a discounted cash flow analysis based on the terms of the contracts and market observable inputs such as current and forward interest rates.

Our contingent consideration liabilities are related to our business acquisitions as further described in Note 2, "Business Combinations." Under the terms of the contingent consideration agreements, payments may be made at specified future dates depending on the performance of the acquired business subsequent to the acquisition. The liabilities for these payments are classified as Level 3 liabilities because the related fair value measurement, which is determined using an income approach, includes significant inputs not observable in the market. These liabilities are not considered material.

Changes in the fair value of our contingent consideration obligations are as follows (in thousands):



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
Beginning balance	$	3,134		$	5,191		$	4,584		$	7,295
Payments	—			(610		)	(1,667		)	(2,815		)
Increase in fair value included in earnings	57			89			176			365
Exchange rate effects	(23		)	(122		)	75			(297		)
Balance as of September 30	$	3,168		$	4,548		$	3,168		$	4,548

All the amounts included in earnings for the three and nine months ended September 30, 2016 were related to contingent consideration obligations outstanding as of September 30, 2016. Of the amounts included in earnings for the three and nine months ended September 30, 2015, $0.1 million and $0.2 million of losses, respectively, were related to contingent consideration obligations outstanding as of September 30, 2016. Changes in the values of the liabilities are recorded in Other expense (income), net on our Unaudited Condensed Consolidated Statements of Income.

The changes in the fair value of contingent consideration obligations included in earnings during the respective periods in 2016 and 2015 reflect the quarterly reassessment of each obligation's fair value, including an analysis of the significant inputs used in the valuation, as well as the accretion of the present value discount.

Financial Assets and Liabilities Not Measured at Fair Value

Our debt is reflected on the Unaudited Condensed Consolidated Balance Sheets at cost. Based on market conditions as of September 30, 2016 and December 31, 2015, the fair values of our credit agreement borrowings reasonably approximated the carrying values of $2.0 billion and $891.1 million, respectively. In addition, based on market conditions, the fair value of the outstanding borrowings under the receivables facility reasonably approximated the carrying value of $97.0 million and $63.0 million at September 30, 2016 and December 31, 2015, respectively. As of September 30, 2016 and December 31, 2015, the fair value of the Notes was approximately $618.8 million and $567.3 million, respectively, compared to a carrying value of $600 million. As of September 30, 2016, the fair value of the Euro Notes was approximately $600.3 million compared to a carrying value of $561.8 million.

The fair value measurements of the borrowings under our credit agreement and receivables facility are classified as Level 2 within the fair value hierarchy since they are determined based upon significant inputs observable in the market, including interest rates on recent financing transactions with similar terms and maturities. We estimated the fair value by calculating the upfront cash payment a market participant would require at September 30, 2016 to assume these obligations. The fair value of our Notes is classified as Level 1 within the fair value hierarchy since it is determined based upon observable market inputs including quoted market prices in an active market. The fair value of our Euro Notes is determined based upon observable market inputs including quoted market prices in a market that is not active, and therefore is classified as Level 2 within the fair value hierarchy.

Commitments and Contingencies

Operating Leases

We are obligated under noncancelable operating leases for corporate office space, warehouse and distribution facilities, trucks and certain equipment.

The future minimum lease commitments under these leases at September 30, 2016 are as follows (in thousands):



Three months ending December 31, 2016	$	51,473
Years ending December 31:
2017	188,098
2018	162,716
2019	132,020
2020	106,987
2021	80,143
Thereafter	477,455
Future Minimum Lease Payments	$	1,198,892

Litigation and Related Contingencies

We have certain contingencies resulting from litigation, claims and other commitments and are subject to a variety of environmental and pollution control laws and regulations incident to the ordinary course of business. We currently expect that the resolution of such contingencies will not materially affect our financial position, results of operations or cash flows.

Income Taxes

At the end of each interim period, we estimate our annual effective tax rate and apply that rate to our interim earnings. We also record the tax impact of certain unusual or infrequently occurring items, including changes in judgment about valuation allowances and the effects of changes in tax laws or rates, in the interim period in which they occur.

The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in state and foreign jurisdictions, permanent and temporary differences between book and taxable income, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the tax environment changes.

Our effective income tax rate for the nine months ended September 30, 2016 was 32.6%, compared with 34.8% for the comparable prior year period. The lower effective income tax rate for the nine months ended September 30, 2016 reflects the $11.5 million discrete item for excess tax benefits from stock-based payments related to the adoption of ASU 2016-09 as described in Note 3, "Financial Statement Information." The adoption of this accounting standard could result in fluctuations to the effective tax rate from period to period depending on the amount of excess tax benefits or deficiencies recognized. The other discrete tax items for the nine months ended September 30, 2016 and 2015 were immaterial.

Our acquisitions completed during the first nine months of 2016, including our March 2016 acquisition of Rhiag and our April 2016 acquisition of PGW, contributed $29.7 million and $137.5 million of deferred tax assets and liabilities, respectively, relating to intangible assets; property, plant and equipment; and reserves, including pension and other post-retirement benefit obligations.

Segment and Geographic Information

We have five operating segments: Wholesale – North America; Europe; Specialty; Glass; and Self Service. Our Glass operating segment was formed with our April 21, 2016 acquisition of PGW, as discussed in Note 2, "Business Combinations." Our Wholesale – North America and Self Service operating segments are aggregated into one reportable segment, North America, because they possess similar economic characteristics and have common products and services, customers, and methods of distribution. Our reportable segments are organized based on a combination of geographic areas served and type of product lines offered. The reportable segments are managed separately as each business serves different customers (i.e. geographic in the case of North America and Europe and product type in the case of Specialty and Glass) and is affected by different economic conditions. Therefore, we present four reportable segments: North America, Europe, Specialty and Glass.

The following tables present our financial performance by reportable segment for the periods indicated (in thousands):



	North America		Europe		Specialty		Glass		Eliminations			Consolidated
Three Months Ended September 30, 2016
Revenue:
Third Party	$	1,046,579	$	770,219	$	311,621	$	258,411	$	—		$	2,386,830
Intersegment	86		—		969		114		(1,169		)	—
Total segment revenue	$	1,046,665	$	770,219	$	312,590	$	258,525	$	(1,169	)	$	2,386,830
Segment EBITDA	$	141,054	$	72,586	$	32,449	$	27,758	$	—		$	273,847
Depreciation and amortization⁽¹⁾	17,551		27,792		5,628		8,517		—			59,488
Three Months Ended September 30, 2015
Revenue:
Third Party	$	1,037,130	$	511,146	$	283,456	$	—	$	—		$	1,831,732
Intersegment	160		—		850		—		(1,010		)	—
Total segment revenue	$	1,037,290	$	511,146	$	284,306	$	—	$	(1,010	)	$	1,831,732
Segment EBITDA	$	128,506	$	52,733	$	26,075	$	—	$	—		$	207,314
Depreciation and amortization⁽¹⁾	17,918		9,478		5,578		—		—			32,974



	North America		Europe		Specialty		Glass		Eliminations			Consolidated
Nine Months Ended September 30, 2016
Revenue:
Third Party	$	3,214,343	$	2,141,186	$	934,955	$	468,515	$	—		$	6,758,999
Intersegment	419		—		3,014		188		(3,621		)	—
Total segment revenue	$	3,214,762	$	2,141,186	$	937,969	$	468,703	$	(3,621	)	$	6,758,999
Segment EBITDA	$	452,254	$	220,066	$	105,979	$	51,059	$	—		$	829,358
Depreciation and amortization⁽¹⁾	52,688		66,380		16,254		15,048		—			150,370
Nine Months Ended September 30, 2015
Revenue:
Third Party	$	3,127,988	$	1,508,325	$	807,401	$	—	$	—		$	5,443,714
Intersegment	626		70		2,457		—		(3,153		)	—
Total segment revenue	$	3,128,614	$	1,508,395	$	809,858	$	—	$	(3,153	)	$	5,443,714
Segment EBITDA	$	416,774	$	153,199	$	91,677	$	—	$	—		$	661,650
Depreciation and amortization⁽¹⁾	52,432		26,533		15,723		—		—			94,688

⁽¹⁾ Amounts presented include depreciation and amortization expense recorded within cost of goods sold.

The key measure of segment profit or loss reviewed by our chief operating decision maker, who is our Chief Executive Officer, is Segment EBITDA. Segment EBITDA includes revenue and expenses that are controllable by the segment. Corporate and administrative expenses are allocated to the segments based on usage, with shared expenses apportioned based on the segment's percentage of consolidated revenue. We calculate Segment EBITDA as EBITDA excluding restructuring and acquisition related expenses, change in fair value of contingent consideration liabilities, other acquisition related gains and losses and equity in earnings of unconsolidated subsidiaries. EBITDA, which is the basis for Segment EBITDA, is calculated as net income excluding depreciation, amortization, interest (which includes loss on debt extinguishment) and income tax expense.

The table below provides a reconciliation from Segment EBITDA to Net Income (in thousands):



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2016			2015			2016		2015
Segment EBITDA	$	273,847		$	207,314		$	829,358	$	661,650
Deduct:
Restructuring and acquisition related expenses ⁽¹⁾	8,412			4,578			32,303		12,729
Inventory step-up adjustment - acquisition related ⁽²⁾	(387		)	—			9,826		—
Change in fair value of contingent consideration liabilities ⁽³⁾	57			89			176		365
Add:
Equity in earnings of unconsolidated subsidiaries	267			(1,130		)	52		(4,200		)
Gains on foreign exchange contracts - acquisition related ⁽⁴⁾	—			—			18,342		—
EBITDA	266,032			201,517			805,447		644,356
Depreciation and amortization - cost of goods sold	6,472			2,091			13,137		4,570
Depreciation and amortization	53,016			30,883			137,233		90,118
Interest expense, net	27,059			14,722			68,032		44,250
Loss on debt extinguishment	—			—			26,650		—
Provision for income taxes	56,797			52,475			182,751		177,255
Net income	$	122,688		$	101,346		$	377,644	$	328,163

⁽¹⁾See Note 4, "Restructuring and Acquisition Related Expenses," for further information.

⁽²⁾ Reflects the impact on Cost of Goods Sold of the step-up acquisition adjustment to record PGW inventory at its fair value.

⁽³⁾See Note 10, "Fair Value Measurements," for further information on our contingent consideration liabilities.

⁽⁴⁾Reflects gains on foreign currency forwards used to fix the Euro purchase price of Rhiag. See Note 2, "Business Combinations," for further information.

The following table presents capital expenditures by reportable segment (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
Capital Expenditures
North America	$	24,394	$	11,615	$	66,625	$	41,762
Europe	16,554		16,966		57,105		47,138
Specialty	582		4,229		11,235		10,673
Glass	8,897		—		17,781		—
	$	50,427	$	32,810	$	152,746	$	99,573

The following table presents assets by reportable segment (in thousands):



	September 30,		December 31,
	2016		2015
Receivables, net
North America	$	315,656	$	314,743
Europe ⁽¹⁾	438,771		215,710
Specialty	79,415		59,707
Glass ⁽¹⁾	125,479		—
Total receivables, net	959,321		590,160
Inventories, net
North America	795,531		847,787
Europe ⁽¹⁾	664,658		427,323
Specialty	293,083		281,442
Glass ⁽¹⁾	159,296		—
Total inventories, net	1,912,568		1,556,552
Property, Plant and Equipment, net
North America	486,382		467,961
Europe ⁽¹⁾	246,544		175,455
Specialty	57,565		53,151
Glass ⁽¹⁾	233,216		—
Total property, plant and equipment, net	1,023,707		696,567
Other unallocated assets	4,308,356		2,804,558
Total assets	$	8,203,952	$	5,647,837

⁽¹⁾The increase in assets for our Europe and Glass segments primarily relates to the Rhiag and PGW acquisitions, respectively (see Note 2, "Business Combinations" for further details).

We report net receivables, inventories, and net property, plant and equipment by segment as that information is used by the chief operating decision maker in assessing segment performance. These assets provide a measure for the operating capital employed in each segment. Unallocated assets include cash, prepaid and other current and noncurrent assets, goodwill, intangibles and deferred income taxes.

The majority of our operations are conducted in the U.S. Our European operations are located in the U.K., the Netherlands, Belgium, France, Sweden, and Norway. As part of the Rhiag and PGW acquisitions we expanded our operations into Italy, Czech Republic, Switzerland, Hungary, Romania, Ukraine, Bulgaria, Slovakia, Poland, Spain, and Germany. Our operations in other countries include recycled and aftermarket operations in Canada, engine remanufacturing and bumper refurbishing operations in Mexico, an aftermarket parts freight consolidation warehouse in Taiwan, and administrative support functions in India. Our net sales are attributed to geographic area based on the location of the selling operation.

The following table sets forth our revenue by geographic area (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
Revenue
United States	$	1,475,276	$	1,229,958	$	4,244,083	$	3,653,326
United Kingdom	336,168		358,925		1,044,110		1,049,596
Other countries	575,386		242,849		1,470,806		740,792
	$	2,386,830	$	1,831,732	$	6,758,999	$	5,443,714

The following table sets forth our tangible long-lived assets by geographic area (in thousands):



	September 30,		December 31,
	2016		2015
Long-lived Assets
United States	$	703,454	$	493,300
United Kingdom	150,625		138,546
Other countries	169,628		64,721
	$	1,023,707	$	696,567

The following table sets forth our revenue by product category (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
Aftermarket, other new and refurbished products	$	1,673,147	$	1,307,399	$	4,817,217	$	3,850,038
Recycled, remanufactured and related products and services	424,876		401,292		1,290,488		1,207,917
Manufactured products ⁽¹⁾	177,300		—		317,932		—
Other	111,507		123,041		333,362		385,759
	$	2,386,830	$	1,831,732	$	6,758,999	$	5,443,714

⁽¹⁾ Includes sales of PGW's manufactured and fabricated OEM automotive glass products. Sales of PGW's aftermarket automotive glass products are included within Aftermarket, other new and refurbished products above.

Our North American reportable segment generates revenue from all of our product categories, except manufactured products, while our European and Specialty segments generate revenue primarily from the sale of aftermarket products. Our Glass segment generates revenue from both the sale of aftermarket products and the sale of manufactured products. Revenue from other sources includes scrap sales, bulk sales to mechanical remanufacturers (including cores) and sales of aluminum ingots and sows from our furnace operations.

Condensed Consolidating Financial Information

LKQ Corporation (the "Parent") issued, and the Guarantors have fully and unconditionally guaranteed, jointly and severally, the Notes due on May 15, 2023. A Guarantor's guarantee will be unconditionally and automatically released and discharged upon the occurrence of any of the following events: (i) a transfer (including as a result of consolidation or merger) by the Guarantor to any person that is not a Guarantor of all or substantially all assets and properties of such Guarantor, provided the Guarantor is also released from its obligations with respect to indebtedness under the Credit Agreement or other indebtedness of ours, which obligation gave rise to the guarantee of the Notes; (ii) a transfer (including as a result of consolidation or merger) to any person that is not a Guarantor of the equity interests of a Guarantor or issuance by a Guarantor of its equity interests such that the Guarantor ceases to be a subsidiary, as defined in the Indenture, provided the Guarantor is also released from its obligations with respect to indebtedness under the Credit Agreement or other indebtedness of ours, which obligation gave rise to the guarantee of the Notes; (iii) the release of the Guarantor from its obligations with respect to indebtedness under the Credit Agreement or other indebtedness of ours, which obligation gave rise to the guarantee of the Notes; and (iv) upon legal defeasance, covenant defeasance or satisfaction and discharge of the Indenture, as defined in the Indenture.

Presented below are the unaudited condensed consolidating financial statements of the Parent, the Guarantors, the non-guarantor subsidiaries (the "Non-Guarantors"), and the elimination entries necessary to present the Company's financial statements on a consolidated basis as required by Rule 3-10 of Regulation S-X of the Securities Exchange Act of 1934 resulting from the guarantees of the Notes. Investments in consolidated subsidiaries have been presented under the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries, intercompany balances, and intercompany revenue and expenses. The unaudited condensed consolidating financial statements below have been prepared from the Company's financial information on the same basis of accounting as the unaudited condensed consolidated financial statements, and may not necessarily be indicative of the financial position, results of operations or cash flows had the Parent, Guarantors and Non-Guarantors operated as independent entities.

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands)

	September 30, 2016
	Parent		Guarantors		Non-Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and equivalents	$	29,554	$	30,333	$	211,964	$	—		$	271,851
Receivables, net	—		344,318		615,003		—			959,321
Intercompany receivables, net	3,517		—		24,462		(27,979		)	—
Inventories, net	—		1,177,357		735,211		—			1,912,568
Prepaid expenses and other current assets	17,502		57,061		77,238		—			151,801
Total Current Assets	50,573		1,609,069		1,663,878		(27,979		)	3,295,541
Property, Plant and Equipment, net	274		697,601		325,832		—			1,023,707
Intangible Assets:
Goodwill	—		1,866,011		1,251,139		—			3,117,150
Other intangibles, net	—		157,305		461,941		—			619,246
Investment in Subsidiaries	5,075,832		281,123		—		(5,356,955		)	—
Intercompany Notes Receivable	1,110,376		819,982		—		(1,930,358		)	—
Other Assets	41,580		81,946		32,354		(7,572		)	148,308
Total Assets	$	6,278,635	$	5,513,037	$	3,735,144	$	(7,322,864	)	$	8,203,952
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	1,246	$	311,090	$	370,383	$	—		$	682,719
Intercompany payables, net	—		24,462		3,517		(27,979		)	—
Accrued expenses:
Accrued payroll-related liabilities	5,345		48,983		52,216		—			106,544
Other accrued expenses	12,920		96,875		128,507		—			238,302
Other current liabilities	284		17,546		28,984		—			46,814
Current portion of long-term obligations	22,410		2,469		49,950		—			74,829
Total Current Liabilities	42,205		501,425		633,557		(27,979		)	1,149,208
Long-Term Obligations, Excluding Current Portion	2,015,977		9,214		1,164,154		—			3,189,345
Intercompany Notes Payable	750,000		1,094,324		86,034		(1,930,358		)	—
Deferred Income Taxes	—		112,552		121,702		(7,572		)	226,682
Other Noncurrent Liabilities	43,176		127,770		40,494		—			211,440
Stockholders’ Equity	3,427,277		3,667,752		1,689,203		(5,356,955		)	3,427,277
Total Liabilities and Stockholders' Equity	$	6,278,635	$	5,513,037	$	3,735,144	$	(7,322,864	)	$	8,203,952

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands)

	December 31, 2015
	Parent		Guarantors		Non-Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and equivalents	$	17,616	$	13,432	$	56,349	$	—		$	87,397
Receivables, net	—		214,502		375,658		—			590,160
Intercompany receivables, net	3		—		13,544		(13,547		)	—
Inventories, net	—		1,060,834		495,718		—			1,556,552
Prepaid expenses and other current assets	15,254		44,810		46,539		—			106,603
Total Current Assets	32,873		1,333,578		987,808		(13,547		)	2,340,712
Property, Plant and Equipment, net	339		494,658		201,570		—			696,567
Intangible Assets:
Goodwill	—		1,640,745		678,501		—			2,319,246
Other intangibles, net	—		141,537		73,580		—			215,117
Investment in Subsidiaries	3,456,837		285,284		—		(3,742,121		)	—
Intercompany Notes Receivable	630,717		61,764		—		(692,481		)	—
Other Assets	35,649		28,184		18,218		(5,856		)	76,195
Total Assets	$	4,156,415	$	3,985,750	$	1,959,677	$	(4,454,005	)	$	5,647,837
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	681	$	229,519	$	185,388	$	—		$	415,588
Intercompany payables, net	—		13,544		3		(13,547		)	—
Accrued expenses:
Accrued payroll-related liabilities	4,395		48,698		33,434		—			86,527
Other accrued expenses	5,399		80,886		75,940		—			162,225
Other current liabilities	284		15,953		15,359		—			31,596
Current portion of long-term obligations	21,041		1,425		33,568		—			56,034
Total Current Liabilities	31,800		390,025		343,692		(13,547		)	751,970
Long-Term Obligations, Excluding Current Portion	976,353		7,487		544,828		—			1,528,668
Intercompany Notes Payable	—		615,488		76,993		(692,481		)	—
Deferred Income Taxes	—		113,905		19,190		(5,856		)	127,239
Other Noncurrent Liabilities	33,580		70,109		21,589		—			125,278
Stockholders’ Equity	3,114,682		2,788,736		953,385		(3,742,121		)	3,114,682
Total Liabilities and Stockholders’ Equity	$	4,156,415	$	3,985,750	$	1,959,677	$	(4,454,005	)	$	5,647,837

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands)

	For the Three Months Ended September 30, 2016
	Parent			Guarantors			Non-Guarantors		Eliminations			Consolidated
Revenue	$	—		$	1,549,617		$	909,040	$	(71,827	)	$	2,386,830
Cost of goods sold	—			982,278			592,967		(71,827		)	1,503,418
Gross margin	—			567,339			316,073		—			883,412
Facility and warehouse expenses	—			123,923			59,125		—			183,048
Distribution expenses	—			120,049			52,517		—			172,566
Selling, general and administrative expenses	8,095			138,131			117,146		—			263,372
Restructuring and acquisition related expenses	—			7,266			1,146		—			8,412
Depreciation and amortization	32			24,885			28,099		—			53,016
Operating (loss) income	(8,127		)	153,085			58,040		—			202,998
Other expense (income):
Interest expense, net	18,122			610			8,327		—			27,059
Intercompany interest (income) expense, net	(8,796		)	5,030			3,766		—			—
Other expense (income), net	17			(4,132		)	836		—			(3,279		)
Total other expense, net	9,343			1,508			12,929		—			23,780
(Loss) income before (benefit) provision for income taxes	(17,470		)	151,577			45,111		—			179,218
(Benefit) provision for income taxes	(9,546		)	57,012			9,331		—			56,797
Equity in earnings of unconsolidated subsidiaries	—			251			16		—			267
Equity in earnings of subsidiaries	130,612			11,075			—		(141,687		)	—
Net income	$	122,688		$	105,891		$	35,796	$	(141,687	)	$	122,688

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands)

	For the Three Months Ended September 30, 2015
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	1,263,397		$	595,769		$	(27,434	)	$	1,831,732
Cost of goods sold	—			773,957			372,430			(27,434		)	1,118,953
Gross margin	—			489,440			223,339			—			712,779
Facility and warehouse expenses	—			106,090			37,828			—			143,918
Distribution expenses	—			105,519			53,249			—			158,768
Selling, general and administrative expenses	8,484			124,678			74,725			—			207,887
Restructuring and acquisition related expenses	—			3,754			824			—			4,578
Depreciation and amortization	38			21,133			9,712			—			30,883
Operating (loss) income	(8,522		)	128,266			47,001			—			166,745
Other expense (income):
Interest expense, net	12,049			460			2,213			—			14,722
Intercompany interest (income) expense, net	(10,146		)	7,183			2,963			—			—
Other expense (income), net	8			(2,441		)	(495		)	—			(2,928		)
Total other expense, net	1,911			5,202			4,681			—			11,794
(Loss) income before (benefit) provision for income taxes	(10,433		)	123,064			42,320			—			154,951
(Benefit) provision for income taxes	(4,012		)	48,089			8,398			—			52,475
Equity in earnings of unconsolidated subsidiaries	—			17			(1,147		)	—			(1,130		)
Equity in earnings of subsidiaries	107,767			6,328			—			(114,095		)	—
Net income	$	101,346		$	81,320		$	32,775		$	(114,095	)	$	101,346

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands)

	For the Nine Months Ended September 30, 2016
	Parent			Guarantors			Non-Guarantors		Eliminations			Consolidated
Revenue	$	—		$	4,398,731		$	2,498,594	$	(138,326	)	$	6,758,999
Cost of goods sold	—			2,728,874			1,602,655		(138,326		)	4,193,203
Gross margin	—			1,669,857			895,939		—			2,565,796
Facility and warehouse expenses	—			357,782			161,541		—			519,323
Distribution expenses	—			342,524			166,716		—			509,240
Selling, general and administrative expenses	27,361			397,287			311,195		—			735,843
Restructuring and acquisition related expenses	—			18,384			13,919		—			32,303
Depreciation and amortization	101			68,890			68,242		—			137,233
Operating (loss) income	(27,462		)	484,990			174,326		—			631,854
Other expense (income):
Interest expense, net	48,043			444			19,545		—			68,032
Intercompany interest (income) expense, net	(21,828		)	13,996			7,832		—			—
Loss on debt extinguishment	2,894			—			23,756		—			26,650
Gains on foreign exchange contracts - acquisition related	(18,342		)	—			—		—			(18,342		)
Other (income) expense, net	(61		)	(7,216		)	2,448		—			(4,829		)
Total other expense, net	10,706			7,224			53,581		—			71,511
(Loss) income before (benefit) provision for income taxes	(38,168		)	477,766			120,745		—			560,343
(Benefit) provision for income taxes	(19,103		)	177,585			24,269		—			182,751
Equity in earnings of unconsolidated subsidiaries	(795		)	603			244		—			52
Equity in earnings of subsidiaries	397,504			23,448			—		(420,952		)	—
Net income	$	377,644		$	324,232		$	96,720	$	(420,952	)	$	377,644

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands)

	For the Nine Months Ended September 30, 2015
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	3,758,846		$	1,778,456		$	(93,588	)	$	5,443,714
Cost of goods sold	—			2,284,786			1,116,314			(93,588		)	3,307,512
Gross margin	—			1,474,060			662,142			—			2,136,202
Facility and warehouse expenses	—			304,140			108,814			—			412,954
Distribution expenses	—			304,264			146,257			—			450,521
Selling, general and administrative expenses	24,876			366,298			225,750			—			616,924
Restructuring and acquisition related expenses	—			10,999			1,730			—			12,729
Depreciation and amortization	117			60,897			29,104			—			90,118
Operating (loss) income	(24,993		)	427,462			150,487			—			552,956
Other expense (income):
Interest expense, net	36,604			331			7,315			—			44,250
Intercompany interest (income) expense, net	(31,347		)	21,498			9,849			—			—
Other expense (income), net	35			(5,282		)	4,335			—			(912		)
Total other expense, net	5,292			16,547			21,499			—			43,338
(Loss) income before (benefit) provision for income taxes	(30,285		)	410,915			128,988			—			509,618
(Benefit) provision for income taxes	(12,061		)	163,361			25,955			—			177,255
Equity in earnings of unconsolidated subsidiaries	—			47			(4,247		)	—			(4,200		)
Equity in earnings of subsidiaries	346,387			20,923			—			(367,310		)	—
Net income	$	328,163		$	268,524		$	98,786		$	(367,310	)	$	328,163

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands)

	For the Three Months Ended September 30, 2016
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net income	$	122,688		$	105,891		$	35,796		$	(141,687	)	$	122,688
Other comprehensive (loss) income:
Foreign currency translation	(12,317		)	(9,372		)	(11,450		)	20,822			(12,317		)
Net change in unrecognized gains/losses on derivative instruments, net of tax	3,059			170			318			(488		)	3,059
Net change in unrealized gains/losses on pension plans, net of tax	94			—			94			(94		)	94
Total other comprehensive loss	(9,164		)	(9,202		)	(11,038		)	20,240			(9,164		)
Total comprehensive income	$	113,524		$	96,689		$	24,758		$	(121,447	)	$	113,524

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands)

	For the Three Months Ended September 30, 2015
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net income	$	101,346		$	81,320		$	32,775		$	(114,095	)	$	101,346
Other comprehensive (loss) income:
Foreign currency translation	(33,458		)	(11,459		)	(32,073		)	43,532			(33,458		)
Net change in unrecognized gains/losses on derivative instruments, net of tax	612			—			14			(14		)	612
Net change in unrealized gains/losses on pension plans, net of tax	(25		)	—			(25		)	25			(25		)
Total other comprehensive loss	(32,871		)	(11,459		)	(32,084		)	43,543			(32,871		)
Total comprehensive income	$	68,475		$	69,861		$	691		$	(70,552	)	$	68,475

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands)

	For the Nine Months Ended September 30, 2016
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net income	$	377,644		$	324,232		$	96,720		$	(420,952	)	$	377,644
Other comprehensive (loss) income:
Foreign currency translation	(85,434		)	(27,343		)	(88,319		)	115,662			(85,434		)
Net change in unrecognized gains/losses on derivative instruments, net of tax	(123		)	170			513			(683		)	(123		)
Net change in unrealized gains/losses on pension plans, net of tax	361			—			361			(361		)	361
Total other comprehensive loss	(85,196		)	(27,173		)	(87,445		)	114,618			(85,196		)
Total comprehensive income	$	292,448		$	297,059		$	9,275		$	(306,334	)	$	292,448

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands)

	For the Nine Months Ended September 30, 2015
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net income	$	328,163		$	268,524		$	98,786		$	(367,310	)	$	328,163
Other comprehensive (loss) income:
Foreign currency translation	(43,758		)	(12,697		)	(40,656		)	53,353			(43,758		)
Net change in unrecognized gains/losses on derivative instruments, net of tax	1,813			—			143			(143		)	1,813
Change in unrealized gains/losses on pension plans, net of tax	82			—			82			(82		)	82
Total other comprehensive loss	(41,863		)	(12,697		)	(40,431		)	53,128			(41,863		)
Total comprehensive income	$	286,300		$	255,827		$	58,355		$	(314,182	)	$	286,300

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands)

	For the Nine Months Ended September 30, 2016
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	$	240,495		$	404,164		$	119,623		$	(240,131	)	$	524,151
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(36		)	(89,917		)	(62,793		)	—			(152,746		)
Investment and intercompany note activity with subsidiaries	(1,285,939		)	—			—			1,285,939			—
Acquisitions, net of cash acquired	—			(666,052		)	(635,075		)	—			(1,301,127		)
Proceeds from foreign exchange contracts	18,342			—			—			—			18,342
Other investing activities, net	—			(452		)	11,293			—			10,841
Net cash used in investing activities	(1,267,633		)	(756,421		)	(686,575		)	1,285,939			(1,424,690		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	7,525			—			—			—			7,525
Taxes paid related to net share settlements of stock-based compensation awards	(4,440		)	—			—			—			(4,440		)
Debt issuance costs	(7,079		)	—			(9,325		)	—			(16,404		)
Proceeds from issuance of Euro notes	—			—			563,450			—			563,450
Borrowings under revolving credit facilities	1,304,000			—			657,702			—			1,961,702
Repayments under revolving credit facilities	(344,000		)	—			(895,234		)	—			(1,239,234		)
Borrowings under term loans	89,317			—			249,161			—			338,478
Repayments under term loans	(6,247		)	—			(3,214		)	—			(9,461		)
Borrowings under receivables securitization facility	—			—			100,480			—			100,480
Repayments under receivables securitization facility	—			—			(66,500		)	—			(66,500		)
Repayments of other debt, net	—			(2,270		)	(92		)	—			(2,362		)
Repayment of Rhiag debt and related payments	—			—			(543,347		)	—			(543,347		)
Payments of other obligations	—			(1,405		)	—			—			(1,405		)
Investment and intercompany note activity with parent	—			612,961			672,978			(1,285,939		)	—
Dividends	—			(240,131		)	—			240,131			—
Net cash provided by financing activities	1,039,076			369,155			726,059			(1,045,808		)	1,088,482
Effect of exchange rate changes on cash and equivalents	—			3			(3,492		)	—			(3,489		)
Net increase in cash and equivalents	11,938			16,901			155,615			—			184,454
Cash and equivalents, beginning of period	17,616			13,432			56,349			—			87,397
Cash and equivalents, end of period	$	29,554		$	30,333		$	211,964		$	—		$	271,851

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands)

	For the Nine Months Ended September 30, 2015
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	$	257,660		$	329,740		$	136,686		$	(219,091	)	$	504,995
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(3		)	(49,023		)	(50,547		)	—			(99,573		)
Investment and intercompany note activity with subsidiaries	(66,644		)	—			—			66,644			—
Acquisitions, net of cash acquired	—			(120,766		)	(36,591		)	—			(157,357		)
Other investing activities, net	—			8,832			(5,658		)	—			3,174
Net cash used in investing activities	(66,647		)	(160,957		)	(92,796		)	66,644			(253,756		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	7,534			—			—			—			7,534
Taxes paid related to net share settlements of stock-based compensation awards	(7,423		)	—			—			—			(7,423		)
Borrowings under revolving credit facilities	207,000			—			75,421			—			282,421
Repayments under revolving credit facilities	(347,000		)	—			(86,840		)	—			(433,840		)
Repayments under term loans	(16,875		)	—			—			—			(16,875		)
Borrowings under receivables securitization facility	—			—			3,858			—			3,858
Repayments under receivables securitization facility	—			—			(8,958		)	—			(8,958		)
Repayments of other debt, net	(31,500		)	(5,962		)	(13,381		)	—			(50,843		)
Payments of other obligations	—			(1,596		)	(895		)	—			(2,491		)
Investment and intercompany note activity with parent	—			62,540			4,104			(66,644		)	—
Dividends	—			(219,091		)	—			219,091			—
Net cash used in financing activities	(188,264		)	(164,109		)	(26,691		)	152,447			(226,617		)
Effect of exchange rate changes on cash and equivalents	—			237			(2,378		)	—			(2,141		)
Net increase in cash and equivalents	2,749			4,911			14,821			—			22,481
Cash and equivalents, beginning of period	14,930			32,103			67,572			—			114,605
Cash and equivalents, end of period	$	17,679		$	37,014		$	82,393		$	—		$	137,086

Financial Statement Information (Policies)

Revenue Recognition

The majority of our revenue is derived from the sale of vehicle parts. Revenue is recognized when the products are shipped to, delivered to or picked up by customers and title has transferred, subject to an allowance for estimated returns, discounts and allowances that we estimate based upon historical information. We recorded a reserve for estimated returns, discounts and allowances of approximately $35.6 million and $32.8 million at September 30, 2016 and December 31, 2015, respectively. We present taxes assessed by governmental authorities collected from customers on a net basis. Therefore, the taxes are excluded from revenue on our Unaudited Condensed Consolidated Statements of Income and are shown as a current liability on our Unaudited Condensed Consolidated Balance Sheets until remitted. We recognize revenue from the sale of scrap metal, other metals, and cores when title has transferred, which typically occurs upon delivery to the customer.

Allowance for Doubtful Accounts

We have a reserve for uncollectible accounts which was approximately $50.2 million and $24.6 million at September 30, 2016 and December 31, 2015, respectively. Our March 2016 acquisition of Rhiag and our April 2016 acquisition of PGW contributed $23.0 million and $4.8 million, respectively, to our reserve for uncollectible accounts. See Note 2, "Business Combinations" for further information on our acquisitions.

Inventory

Inventories, net

Inventories, net consists of the following (in thousands):



	September 30,		December 31,
	2016		2015
Aftermarket and refurbished products	$	1,450,981	$	1,146,162
Salvage and remanufactured products	386,688		410,390
Glass manufacturing products ⁽¹⁾	74,899		—
Total inventories, net	$	1,912,568	$	1,556,552

⁽¹⁾Includes all inventory types related to PGW's manufacturing and fabrication of original equipment manufacturer ("OEM") automotive glass parts. Aftermarket automotive glass products distributed by PGW are included within aftermarket and refurbished products above. The balance of glass manufacturing products as of September 30, 2016 is composed of $14.3 million of raw materials, $22.7 million of work in process, and $37.9 million of finished goods. Our U.S. glass manufacturing products inventory is stated at the lower of cost, using the first-in first-out method, or market.

Our acquisitions completed during 2016, including our March 2016 acquisition of Rhiag and our April 2016 acquisition of PGW, and adjustments to preliminary valuations of inventory for certain of our 2015 acquisitions as of the acquisition date, contributed $339.7 million to our aftermarket and refurbished products inventory, $3.9 million to our salvage and remanufactured products inventory, and $77.8 million to our glass manufacturing products inventory. See Note 2, "Business Combinations" for further information on our acquisitions.

Intangible Assets

Intangible assets consist primarily of goodwill (the cost of purchased businesses in excess of the fair value of the identifiable net assets acquired) and other specifically identifiable intangible assets, such as trade names, trademarks, customer and supplier relationships, software and other technology related assets, and covenants not to compete.

The changes in the carrying amount of goodwill by reportable segment during the nine months ended September 30, 2016 are as follows (in thousands):



	North America		Europe			Specialty			Glass			Total
Balance as of January 1, 2016	$	1,445,850	$	594,482		$	278,914		$	—		$	2,319,246
Business acquisitions and adjustments to previously recorded goodwill	2,304		605,877			3,665			221,571			833,417
Exchange rate effects	1,989		(36,608		)	(294		)	(600		)	(35,513		)
Balance as of September 30, 2016	$	1,450,143	$	1,163,751		$	282,285		$	220,971		$	3,117,150

During the nine months ended September 30, 2016, we recorded $581.8 million of goodwill related to our acquisition of Rhiag and $221.6 million related to our acquisition of PGW. See Note 2, "Business Combinations" for further information on our acquisitions.

The components of other intangibles are as follows (in thousands):



	September 30, 2016							December 31, 2015
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Trade names and trademarks	$	300,248	$	(52,995	)	$	247,253	$	172,219	$	(43,458	)	$	128,761
Customer and supplier relationships	412,711		(77,914		)	334,797		95,508		(41,007		)	54,501
Software and other technology related assets	59,349		(27,131		)	32,218		44,500		(17,844		)	26,656
Covenants not to compete	11,795		(6,817		)	4,978		10,774		(5,575		)	5,199
	$	784,103	$	(164,857	)	$	619,246	$	323,001	$	(107,884	)	$	215,117

The components of other intangibles acquired during the nine months ended September 30, 2016 include the following (in thousands):



	Gross Amount
	Rhiag		PGW
Trade names and trademarks	$	127,351	$	4,700
Customer and supplier relationships	291,893		27,700
Software and other technology related assets	10,216		1,054
Covenants not to compete	—		1,600
	$	429,460	$	35,054

Amortization expense for intangible assets was $58.2 million and $25.0 million during the nine months ended September 30, 2016 and 2015, respectively. Estimated amortization expense for each of the five years in the period ending December 31, 2020 is $82.8 million, $90.8 million, $75.1 million, $60.4 million and $49.3 million, respectively

Warranty Reserve

Some of our salvage mechanical products are sold with a standard six month warranty against defects. Additionally, some of our remanufactured engines are sold with a standard three year warranty against defects. We also provide a limited lifetime warranty for certain of our aftermarket products. We record the estimated warranty costs at the time of sale using historical warranty claim information to project future warranty claims activity. The changes in the warranty reserve are as follows (in thousands):



Balance as of January 1, 2016	$	17,363
Warranty expense	23,789
Warranty claims	(21,917		)
Balance as of September 30, 2016	$	19,235

Investments in Unconsolidated Subsidiaries

In February 2016, we sold our investment in ACM Parts Pty Ltd ("ACM"). As part of the PGW acquisition, we obtained ownership interests in three joint ventures, including glass manufacturing operations in China and Mexico. Our investment in unconsolidated subsidiaries and our equity in the net earnings of the investees was not material as of and for the three and nine months ended September 30, 2016.

Business Combinations (Tables)

Purchase Price Allocations For Acquisitions

The preliminary purchase price allocations for the acquisitions completed during the nine months ended September 30, 2016 and the year ended December 31, 2015 are as follows (in thousands):



	Nine Months Ended												Year Ended
	September 30, 2016												December 31, 2015
	Rhiag			PGW			Other Acquisitions			Total			All Acquisitions
Receivables	$	230,670		$	136,523		$	9,924		$	377,117		$	29,628
Receivable reserves	(28,242		)	(6,146		)	(780		)	(35,168		)	(3,926		)
Inventories, net ⁽¹⁾	239,529			169,159			12,690			421,378			79,646
Prepaid expenses and other current assets	10,822			42,573			2,027			55,422			3,337
Property, plant and equipment	58,062			225,712			3,736			287,510			11,989
Goodwill	581,777			221,571			30,069			833,417			92,175
Other intangibles	429,460			35,054			30			464,544			9,926
Other assets	2,092			57,672			(288		)	59,476			5,166
Deferred income taxes	(109,833		)	2,024			(306		)	(108,115		)	4,102
Current liabilities assumed	(238,375		)	(167,520		)	(13,022		)	(418,917		)	(39,191		)
Debt assumed	(550,843		)	(4,027		)	(1,734		)	(556,604		)	(2,365		)
Other noncurrent liabilities assumed	(23,112		)	(50,847		)	—			(73,959		)	(2,651		)
Other purchase price obligations	—			—			(2,991		)	(2,991		)	(21,199		)
Notes issued	—			—			(1,360		)	(1,360		)	(4,296		)
Settlement of pre-existing balances	(591		)	—			(32		)	(623		)	(1,073		)
Cash used in acquisitions, net of cash acquired	$	601,416		$	661,748		$	37,963		$	1,301,127		$	161,268

⁽¹⁾ The PGW inventory balance includes the impact of a $9.8 million step-up adjustment to report the inventory at its fair value.

Pro Forma Effect Of Businesses Acquired

The following pro forma summary presents the effect of the businesses acquired during the nine months ended September 30, 2016 as though the businesses had been acquired as of January 1, 2015 and the businesses acquired during the year ended December 31, 2015 as though they had been acquired as of January 1, 2014. The pro forma adjustments are based upon unaudited financial information of the acquired entities (in thousands, except per share data):



	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2016		2015			2016			2015
Revenue, as reported	$	2,386,830	$	1,831,732		$	6,758,999		$	5,443,714
Revenue of purchased businesses for the period prior to acquisition:
Rhiag	—		256,479			213,376			738,364
PGW	—		281,004			328,000			818,389
Other acquisitions	5,551		48,061			44,763			269,402
Pro forma revenue	$	2,392,381	$	2,417,276		$	7,345,138		$	7,269,869

Net income, as reported	$	122,688	$	101,346		$	377,644		$	328,163
Net income of purchased businesses for the period prior to acquisition, and pro forma purchase accounting adjustments:
Rhiag	—		5,091			(447		)	9,670
PGW	—		8,466			13,573			11,121
Other acquisitions	239		(32		)	2,467			6,755
Acquisition related expenses, net of tax ⁽²⁾	375		636			10,781			1,440
Pro forma net income	$	123,302	$	115,507		$	404,018		$	357,149

Earnings per share, basic—as reported	$	0.40	$	0.33		$	1.23		$	1.08
Effect of purchased businesses for the period prior to acquisition:
Rhiag	—		0.02			0.00			0.03
PGW	—		0.03			0.04			0.04
Other acquisitions	0.00		0.00			0.01			0.02
Acquisition related expenses, net of tax⁽²⁾	0.00		0.00			0.04			0.00
Pro forma earnings per share, basic ⁽¹⁾	$	0.40	$	0.38		$	1.32		$	1.17

Earnings per share, diluted—as reported	$	0.40	$	0.33		$	1.22		$	1.07
Effect of purchased businesses for the period prior to acquisition:
Rhiag	—		0.02			0.00			0.03
PGW	—		0.03			0.04			0.04
Other acquisitions	0.00		0.00			0.01			0.02
Acquisition related expenses, net of tax⁽²⁾	0.00		0.00			0.03			0.00
Pro forma earnings per share, diluted ⁽¹⁾	$	0.40	$	0.38		$	1.30		$	1.16

⁽¹⁾ The sum of the individual earnings per share amounts may not equal the total due to rounding.

⁽²⁾Includes expenses related to acquisitions closed in the period and excludes expenses for acquisitions not yet completed

Financial Statement Information (Tables)

Allowance for Doubtful Accounts

We have a reserve for uncollectible accounts which was approximately $50.2 million and $24.6 million at September 30, 2016 and December 31, 2015, respectively. Our March 2016 acquisition of Rhiag and our April 2016 acquisition of PGW contributed $23.0 million and $4.8 million, respectively, to our reserve for uncollectible accounts. See Note 2, "Business Combinations" for further information on our acquisitions.

Schedule Of Inventory

Inventories, net consists of the following (in thousands):



	September 30,		December 31,
	2016		2015
Aftermarket and refurbished products	$	1,450,981	$	1,146,162
Salvage and remanufactured products	386,688		410,390
Glass manufacturing products ⁽¹⁾	74,899		—
Total inventories, net	$	1,912,568	$	1,556,552

⁽¹⁾Includes all inventory types related to PGW's manufacturing and fabrication of original equipment manufacturer ("OEM") automotive glass parts. Aftermarket automotive glass products distributed by PGW are included within aftermarket and refurbished products above. The balance of glass manufacturing products as of September 30, 2016 is composed of $14.3 million of raw materials, $22.7 million of work in process, and $37.9 million of finished goods. Our U.S. glass manufacturing products inventory is stated at the lower of cost, using the first-in first-out method, or market.

Changes In Carrying Amount Of Goodwill

The changes in the carrying amount of goodwill by reportable segment during the nine months ended September 30, 2016 are as follows (in thousands):



	North America		Europe			Specialty			Glass			Total
Balance as of January 1, 2016	$	1,445,850	$	594,482		$	278,914		$	—		$	2,319,246
Business acquisitions and adjustments to previously recorded goodwill	2,304		605,877			3,665			221,571			833,417
Exchange rate effects	1,989		(36,608		)	(294		)	(600		)	(35,513		)
Balance as of September 30, 2016	$	1,450,143	$	1,163,751		$	282,285		$	220,971		$	3,117,150

Schedule of Finite-Lived Intangible Assets [Table Text Block]

The components of other intangibles are as follows (in thousands):



	September 30, 2016							December 31, 2015
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Trade names and trademarks	$	300,248	$	(52,995	)	$	247,253	$	172,219	$	(43,458	)	$	128,761
Customer and supplier relationships	412,711		(77,914		)	334,797		95,508		(41,007		)	54,501
Software and other technology related assets	59,349		(27,131		)	32,218		44,500		(17,844		)	26,656
Covenants not to compete	11,795		(6,817		)	4,978		10,774		(5,575		)	5,199
	$	784,103	$	(164,857	)	$	619,246	$	323,001	$	(107,884	)	$	215,117

Finite Intangible Assets Acquired as Part of Business Combination

The components of other intangibles acquired during the nine months ended September 30, 2016 include the following (in thousands):



	Gross Amount
	Rhiag		PGW
Trade names and trademarks	$	127,351	$	4,700
Customer and supplier relationships	291,893		27,700
Software and other technology related assets	10,216		1,054
Covenants not to compete	—		1,600
	$	429,460	$	35,054

Changes In Warranty Reserve

The changes in the warranty reserve are as follows (in thousands):



Balance as of January 1, 2016	$	17,363
Warranty expense	23,789
Warranty claims	(21,917		)
Balance as of September 30, 2016	$	19,235

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"), which was amended in July 2015. This update outlines a new comprehensive revenue recognition model that supersedes most current revenue recognition guidance, and requires companies to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities adopting the standard have the option of using either a full retrospective or modified retrospective approach in the application of this guidance. ASU 2014-09 will be effective for the Company during the first quarter of our fiscal year 2018. Early adoption is permitted for annual reporting periods beginning after December 15, 2016; however, we do not plan to early adopt. Based on our preliminary assessment, the new guidance will change the way we present sales returns, but we do not anticipate the adoption will have a material impact on our current revenue recognition policies or practices. We will continue to evaluate the potential effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures, which may identify other impacts.

In September 2015, the FASB issued Accounting Standards Update 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments" ("ASU 2015-16"), which requires an acquirer to recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustments are identified as opposed to recognition as if the accounting had been completed as of the acquisition date. The ASU also requires disclosure regarding amounts that would have been recorded in previous reporting periods if the adjustment had been recognized as of the acquisition date. ASU 2015-16 became effective for the Company during the first quarter of our fiscal year 2016 and is being applied on a prospective basis. The measurement-period adjustments for our acquisitions and the related impact on earnings of any amounts that would have been recorded in previous periods are disclosed in Note 2, "Business Combinations."

In February 2016, the FASB issued Accounting Standards Update 2016-02, "Leases" ("ASU 2016-02"), to increase transparency and comparability by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between current GAAP and this ASU is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under current GAAP. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The standard requires that entities apply the effects of these changes using a modified retrospective approach, which includes a number of optional practical expedients. While we are still in the process of quantifying the impact that the adoption of ASU 2016-02 will have on our consolidated financial statements and related disclosures, we anticipate the adoption will materially affect our consolidated balance sheet and disclosures, as the majority of our operating leases will be recorded on the balance sheet under ASU 2016-02. We do not anticipate adoption of this accounting standard to have a material impact to our consolidated statements of income.

In March 2016, the FASB issued Accounting Standards Update No. 2016-09, "Improvements to Employee Share-Based Payment Accounting" (“ASU 2016-09”), to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows, the treatment of forfeitures, and calculation of earnings per share. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. During the three months ended September 30, 2016, the Company elected to early adopt ASU 2016-09 effective January 1, 2016. The provisions of the accounting standard related to the recognition of excess tax benefits in income tax expense were adopted prospectively, and resulted in the recognition of an $11.5 million income tax benefit and an increase of $0.04 to both basic and diluted earnings per share during the nine months ended September 30, 2016. The recognition of the income tax benefit during the nine months ended September 30, 2016 resulted in a corresponding increase of $11.5 million to retained earnings, with an equal offset to Additional Paid in Capital as of September 30, 2016 related to the recognition of excess tax benefits in 2016. While the full year-to-date impact is reported in the third quarter year-to-date results, the results for the three months ended September 30, 2016 reflect only the quarter-to-date impact of adopting this standard; quarterly information for the first and second quarters of 2016 will be recast in future filings when results for these periods are presented. Refer to the table below for the impact to quarterly net income, and basic and diluted earnings per share as a result of adopting this accounting standard. The presentation of excess tax benefits on share-based payments was adjusted retrospectively within the Unaudited Condensed Consolidated Statements of Cash Flows, resulting in an $11.7 million and $13.7 million increase in operating cash flows for the nine months ended September 30, 2016 and 2015, respectively, with a corresponding decrease to financing cash flows.

The impact to our quarterly financial statements as a result of adoption of ASU 2016-09 is presented below (in thousands, except per share amounts):



	Three Months Ended						Nine Months Ended
	March 31, 2016		June 30, 2016		September 30, 2016		September 30, 2016
Net Income
Prior to adoption of ASU 2016-09	$	107,732	$	140,737	$	117,704	$	366,173
Adjustment - adoption of ASU 2016-09	4,439		2,048		4,984		11,471
As adjusted	$	112,171	$	142,785	$	122,688	$	377,644

Basic Earnings per Share ⁽¹⁾
Prior to adoption of ASU 2016-09	$	0.35	$	0.46	$	0.38	$	1.19
Adjustment - adoption of ASU 2016-09	0.02		0.01		0.02		0.04
As adjusted	$	0.37	$	0.47	$	0.40	$	1.23

Diluted Earnings per Share ⁽¹⁾
Prior to adoption of ASU 2016-09	$	0.35	$	0.46	$	0.38	$	1.18
Adjustment - adoption of ASU 2016-09	0.01		0.00		0.02		0.04
As adjusted	$	0.36	$	0.46	$	0.40	$	1.22

⁽¹⁾ The sum of the individual earnings per share amounts may not equal the total due to rounding.

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, "Classification of Certain Cash Receipts and Cash Payments" ("ASU 2016-15"), to add and clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows. The ASU includes guidance on classification for the following items: debt prepayment or debt extinguishment costs, settlement of zero coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims and corporate-owned or bank-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and other separately identifiable cash flows where application of the predominance principle is prescribed. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017; early adoption is permitted. The guidance requires retrospective application to all periods presented unless it is impracticable to do so. We are still evaluating the impact that ASU 2016-15 will have on our consolidated financial statements and related disclosures.

New Accounting Pronouncement, Early Adoption [Table Text Block]

The impact to our quarterly financial statements as a result of adoption of ASU 2016-09 is presented below (in thousands, except per share amounts):



	Three Months Ended						Nine Months Ended
	March 31, 2016		June 30, 2016		September 30, 2016		September 30, 2016
Net Income
Prior to adoption of ASU 2016-09	$	107,732	$	140,737	$	117,704	$	366,173
Adjustment - adoption of ASU 2016-09	4,439		2,048		4,984		11,471
As adjusted	$	112,171	$	142,785	$	122,688	$	377,644

Basic Earnings per Share ⁽¹⁾
Prior to adoption of ASU 2016-09	$	0.35	$	0.46	$	0.38	$	1.19
Adjustment - adoption of ASU 2016-09	0.02		0.01		0.02		0.04
As adjusted	$	0.37	$	0.47	$	0.40	$	1.23

Diluted Earnings per Share ⁽¹⁾
Prior to adoption of ASU 2016-09	$	0.35	$	0.46	$	0.38	$	1.18
Adjustment - adoption of ASU 2016-09	0.01		0.00		0.02		0.04
As adjusted	$	0.36	$	0.46	$	0.40	$	1.22

⁽¹⁾ The sum of the individual earnings per share amounts may not equal the total due to rounding

Financial Statement Information New Accounting pronouncements (Tables) (Adjustments for New Accounting Principle, Early Adoption [Member])

New Accounting Pronouncement, Early Adoption [Table Text Block]

The impact to our quarterly financial statements as a result of adoption of ASU 2016-09 is presented below (in thousands, except per share amounts):



	Three Months Ended						Nine Months Ended
	March 31, 2016		June 30, 2016		September 30, 2016		September 30, 2016
Net Income
Prior to adoption of ASU 2016-09	$	107,732	$	140,737	$	117,704	$	366,173
Adjustment - adoption of ASU 2016-09	4,439		2,048		4,984		11,471
As adjusted	$	112,171	$	142,785	$	122,688	$	377,644

Basic Earnings per Share ⁽¹⁾
Prior to adoption of ASU 2016-09	$	0.35	$	0.46	$	0.38	$	1.19
Adjustment - adoption of ASU 2016-09	0.02		0.01		0.02		0.04
As adjusted	$	0.37	$	0.47	$	0.40	$	1.23

Diluted Earnings per Share ⁽¹⁾
Prior to adoption of ASU 2016-09	$	0.35	$	0.46	$	0.38	$	1.18
Adjustment - adoption of ASU 2016-09	0.01		0.00		0.02		0.04
As adjusted	$	0.36	$	0.46	$	0.40	$	1.22

⁽¹⁾ The sum of the individual earnings per share amounts may not equal the total due to rounding

Stock-Based Compensation (Tables)

Schedule of Unvested Restricted Stock Units Activity

The following table summarizes activity related to our RSUs under the Equity Incentive Plan for the nine months ended September 30, 2016:



	Number Outstanding		Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value (in thousands) ⁽¹⁾
Unvested as of January 1, 2016	1,981,292		$	24.19	$	58,706
Granted	976,318		$	29.05
Vested	(996,607	)	$	22.30
Forfeited / Canceled	(74,196	)	$	27.18
Unvested as of September 30, 2016	1,886,807		$	27.58	$	66,906
Expected to vest after September 30, 2016	1,781,698		$	27.63	$	63,179

⁽¹⁾The aggregate intrinsic value of unvested and expected to vest RSUs represents the total pretax intrinsic value (the fair value of the Company's stock on the last day of each period multiplied by the number of units) that would have been received by the holders had all RSUs vested. This amount changes based on the market price of the Company’s common stock.

Schedule of Stock Option Activity

The following table summarizes activity related to our stock options under the Equity Incentive Plan for the nine months ended September 30, 2016:



	Number Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands) ⁽¹⁾
Balance as of January 1, 2016	3,765,952		$	8.63	2.9	$	79,317
Exercised	(1,066,756	)	$	7.05
Forfeited / Canceled	(17,400	)	$	23.66
Balance as of September 30, 2016	2,681,796		$	9.16	2.5	$	70,519
Exercisable as of September 30, 2016	2,600,860		$	8.44	2.5	$	70,264
Exercisable as of September 30, 2016 and expected to vest thereafter	2,673,702		$	9.09	2.5	$	70,493

⁽¹⁾ The aggregate intrinsic value of outstanding, exercisable and expected to vest options represents the total pretax intrinsic value (the difference between the fair value of the Company's stock on the last day of each period and the exercise price, multiplied by the number of options where the fair value exceeds the exercise price) that would have been received by the option holders had all option holders exercised their options as of January 1, 2016 and September 30, 2016, respectively. This amount changes based on the market price of the Company’s common stock

Schedule Of Pre-Tax Stock-Based Compensation Expense

The following table summarizes the components of pre-tax stock-based compensation expense (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
RSUs	$	5,591	$	5,119	$	16,950	$	16,067
Stock options	46		58		112		224
Total stock-based compensation expense	$	5,637	$	5,177	$	17,062	$	16,291

Earnings Per Share (Tables)

Computation Of Earnings Per Share

The following chart sets forth the computation of earnings per share (in thousands, except per share amounts):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
Net Income	$	122,688	$	101,346	$	377,644	$	328,163
Denominator for basic earnings per share—Weighted-average shares outstanding	307,190		305,059		306,690		304,453
Effect of dilutive securities:
RSUs	681		603		686		678
Stock options	2,165		2,066		2,295		2,195
Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding	310,036		307,728		309,671		307,326
Earnings per share, basic	$	0.40	$	0.33	$	1.23	$	1.08
Earnings per share, diluted	$	0.40	$	0.33	$	1.22	$	1.07

Schedule Of Antidilutive Securities Excluded From Computation Of Diluted Earnings Per Share

The following table sets forth the number of employee stock-based compensation awards outstanding but not included in the computation of diluted earnings per share because their effect would have been antidilutive for the three and nine months ended September 30, 2016 and 2015 (in thousands):



	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2016	2015	2016	2015
Antidilutive securities:
RSUs	—	272	76	306
Stock options	—	95	57	97

Accumulated Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income (Loss) (Tables)

Schedule Of Accumulated Other Comprehensive Income (Loss)

The components of Accumulated Other Comprehensive Income (Loss) are as follows (in thousands):



	Three Months Ended												Three Months Ended
	September 30, 2016												September 30, 2015
	Foreign Currency Translation			Unrealized (Loss) Gain on Cash Flow Hedges			Unrealized (Loss) Gain on Pension Plans			Accumulated Other Comprehensive (Loss) Income			Foreign Currency Translation			Unrealized (Loss) Gain on Cash Flow Hedges			Unrealized (Loss) Gain on Pension Plan			Accumulated Other Comprehensive (Loss) Income
Beginning balance	$	(170,007	)	$	(4,114	)	$	(7,381	)	$	(181,502	)	$	(37,373	)	$	(2,200	)	$	(9,644	)	$	(49,217	)
Pretax (loss) income	(12,317		)	3,390			—			(8,927		)	(33,458		)	(575		)	—			(34,033		)
Income tax effect	—			(1,087		)	—			(1,087		)	—			185			—			185
Reclassification of unrealized loss	—			1,124			125			1,249			—			1,542			(34		)	1,508
Reclassification of deferred income taxes	—			(368		)	(31		)	(399		)	—			(540		)	9			(531		)
Ending Balance	$	(182,324	)	$	(1,055	)	$	(7,287	)	$	(190,666	)	$	(70,831	)	$	(1,588	)	$	(9,669	)	$	(82,088	)



	Nine Months Ended												Nine Months Ended
	September 30, 2016												September 30, 2015
	Foreign Currency Translation			Unrealized (Loss) Gain on Cash Flow Hedges			Unrealized (Loss) Gain on Pension Plans			Accumulated Other Comprehensive (Loss) Income			Foreign Currency Translation			Unrealized (Loss) Gain on Cash Flow Hedges			Unrealized (Loss) Gain on Pension Plan			Accumulated Other Comprehensive (Loss) Income
Beginning balance	$	(96,890	)	$	(932	)	$	(7,648	)	$	(105,470	)	$	(27,073	)	$	(3,401	)	$	(9,751	)	$	(40,225	)
Pretax (loss) income	(85,434		)	(3,332		)	—			(88,766		)	(43,758		)	(1,814		)	—			(45,572		)
Income tax effect	—			1,241			—			1,241			—			624			—			624
Reclassification of unrealized loss	—			2,912			482			3,394			—			4,627			109			4,736
Reclassification of deferred income taxes	—			(944		)	(121		)	(1,065		)	—			(1,624		)	(27		)	(1,651		)
Ending Balance	$	(182,324	)	$	(1,055	)	$	(7,287	)	$	(190,666	)	$	(70,831	)	$	(1,588	)	$	(9,669	)	$	(82,088	)

Long-Term Obligations (Tables)

Schedule Of Long-Term Obligations

Long-Term Obligations consist of the following (in thousands):



	September 30,			December 31,
	2016			2015
Senior secured credit agreement:
Term loans payable	$	748,870		$	410,625
Revolving credit facilities	1,202,042			480,481
Senior notes	600,000			600,000
Euro notes	561,750			—
Receivables securitization facility	96,980			63,000
Notes payable through October 2025 at weighted average interest rates of 2.2% and 2.2%, respectively	10,457			16,104
Other long-term debt at weighted average interest rates of 2.2% and 2.4%, respectively	69,825			29,485
Total debt	3,289,924			1,599,695
Less: long-term debt issuance costs	(23,268		)	(13,533		)
Less: current debt issuance cost	(2,482		)	(1,460		)
Total debt, net of issuance costs	3,264,174			1,584,702
Less: current maturities, net of debt issuance costs	(74,829		)	(56,034		)
Long term debt, net of debt issuance costs	$	3,189,345		$	1,528,668

Derivative Instruments and Hedging Activities (Tables)

Schedule of Cash Flow Hedges

The following table summarizes the notional amounts and fair values of our interest rate swaps that are designated cash flow hedges as of September 30, 2016 and December 31, 2015 (in thousands):



	Notional Amount				Fair Value at September 30, 2016 (USD)						Fair Value at December 31, 2015 (USD)
	September 30, 2016		December 31, 2015		Other Assets		Other Accrued Expenses		Other Noncurrent Liabilities		Other Accrued Expenses
Interest rate swap agreements
USD denominated	$	760,000	$	170,000	$	431	$	152	$	2,414	$	858
GBP denominated	£	50,000	£	50,000	—		60		—		465
CAD denominated	C$	—	C$	25,000	—		—		—		24
Total cash flow hedges					$	431	$	212	$	2,414	$	1,347

Fair Value Measurements (Tables)

Financial Assets And Liabilities Measured At Fair Value On A Recurring Basis

The following tables present information about our financial assets and liabilities measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation inputs we utilized to determine such fair value as of September 30, 2016 and December 31, 2015 (in thousands):



	Balance as of September 30, 2016		Fair Value Measurements as of September 30, 2016
	Balance as of September 30, 2016		Level 1		Level 2		Level 3
Assets:
Cash surrender value of life insurance	$	34,811	$	—	$	34,811	$	—
Interest rate swaps	431		—		431		—
Total Assets	$	35,242	$	—	$	35,242	$	—
Liabilities:
Contingent consideration liabilities	$	3,168	$	—	$	—	$	3,168
Deferred compensation liabilities	36,289		—		36,289		—
Interest rate swaps	2,626		—		2,626		—
Total Liabilities	$	42,083	$	—	$	38,915	$	3,168



	Balance as of December 31, 2015		Fair Value Measurements as of December 31, 2015
	Balance as of December 31, 2015		Level 1		Level 2		Level 3
Assets:
Cash surrender value of life insurance	$	29,782	$	—	$	29,782	$	—
Total Assets	$	29,782	$	—	$	29,782	$	—
Liabilities:
Contingent consideration liabilities	$	4,584	$	—	$	—	$	4,584
Deferred compensation liabilities	30,336		—		30,336		—
Interest rate swaps	1,347		—		1,347		—
Total Liabilities	$	36,267	$	—	$	31,683	$	4,584

Changes In Fair Value Of Contingent Consideration Obligations

Changes in the fair value of our contingent consideration obligations are as follows (in thousands):



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
Beginning balance	$	3,134		$	5,191		$	4,584		$	7,295
Payments	—			(610		)	(1,667		)	(2,815		)
Increase in fair value included in earnings	57			89			176			365
Exchange rate effects	(23		)	(122		)	75			(297		)
Balance as of September 30	$	3,168		$	4,548		$	3,168		$	4,548

Commitments and Contingencies (Tables)

Future Minimum Lease Commitments

The future minimum lease commitments under these leases at September 30, 2016 are as follows (in thousands):



Three months ending December 31, 2016	$	51,473
Years ending December 31:
2017	188,098
2018	162,716
2019	132,020
2020	106,987
2021	80,143
Thereafter	477,455
Future Minimum Lease Payments	$	1,198,892

Segment and Geographic Information (Tables)

Schedule Of Financial Performance By Reportable Segment

The following tables present our financial performance by reportable segment for the periods indicated (in thousands):



	North America		Europe		Specialty		Glass		Eliminations			Consolidated
Three Months Ended September 30, 2016
Revenue:
Third Party	$	1,046,579	$	770,219	$	311,621	$	258,411	$	—		$	2,386,830
Intersegment	86		—		969		114		(1,169		)	—
Total segment revenue	$	1,046,665	$	770,219	$	312,590	$	258,525	$	(1,169	)	$	2,386,830
Segment EBITDA	$	141,054	$	72,586	$	32,449	$	27,758	$	—		$	273,847
Depreciation and amortization⁽¹⁾	17,551		27,792		5,628		8,517		—			59,488
Three Months Ended September 30, 2015
Revenue:
Third Party	$	1,037,130	$	511,146	$	283,456	$	—	$	—		$	1,831,732
Intersegment	160		—		850		—		(1,010		)	—
Total segment revenue	$	1,037,290	$	511,146	$	284,306	$	—	$	(1,010	)	$	1,831,732
Segment EBITDA	$	128,506	$	52,733	$	26,075	$	—	$	—		$	207,314
Depreciation and amortization⁽¹⁾	17,918		9,478		5,578		—		—			32,974



	North America		Europe		Specialty		Glass		Eliminations			Consolidated
Nine Months Ended September 30, 2016
Revenue:
Third Party	$	3,214,343	$	2,141,186	$	934,955	$	468,515	$	—		$	6,758,999
Intersegment	419		—		3,014		188		(3,621		)	—
Total segment revenue	$	3,214,762	$	2,141,186	$	937,969	$	468,703	$	(3,621	)	$	6,758,999
Segment EBITDA	$	452,254	$	220,066	$	105,979	$	51,059	$	—		$	829,358
Depreciation and amortization⁽¹⁾	52,688		66,380		16,254		15,048		—			150,370
Nine Months Ended September 30, 2015
Revenue:
Third Party	$	3,127,988	$	1,508,325	$	807,401	$	—	$	—		$	5,443,714
Intersegment	626		70		2,457		—		(3,153		)	—
Total segment revenue	$	3,128,614	$	1,508,395	$	809,858	$	—	$	(3,153	)	$	5,443,714
Segment EBITDA	$	416,774	$	153,199	$	91,677	$	—	$	—		$	661,650
Depreciation and amortization⁽¹⁾	52,432		26,533		15,723		—		—			94,688

Reconciliation Of Earnings Before Interest Taxes Depreciation And Amortization To Net Income Table [Text Block]

The table below provides a reconciliation from Segment EBITDA to Net Income (in thousands):



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2016			2015			2016		2015
Segment EBITDA	$	273,847		$	207,314		$	829,358	$	661,650
Deduct:
Restructuring and acquisition related expenses ⁽¹⁾	8,412			4,578			32,303		12,729
Inventory step-up adjustment - acquisition related ⁽²⁾	(387		)	—			9,826		—
Change in fair value of contingent consideration liabilities ⁽³⁾	57			89			176		365
Add:
Equity in earnings of unconsolidated subsidiaries	267			(1,130		)	52		(4,200		)
Gains on foreign exchange contracts - acquisition related ⁽⁴⁾	—			—			18,342		—
EBITDA	266,032			201,517			805,447		644,356
Depreciation and amortization - cost of goods sold	6,472			2,091			13,137		4,570
Depreciation and amortization	53,016			30,883			137,233		90,118
Interest expense, net	27,059			14,722			68,032		44,250
Loss on debt extinguishment	—			—			26,650		—
Provision for income taxes	56,797			52,475			182,751		177,255
Net income	$	122,688		$	101,346		$	377,644	$	328,163

⁽¹⁾See Note 4, "Restructuring and Acquisition Related Expenses," for further information.

⁽²⁾ Reflects the impact on Cost of Goods Sold of the step-up acquisition adjustment to record PGW inventory at its fair value.

⁽³⁾See Note 10, "Fair Value Measurements," for further information on our contingent consideration liabilities.

Schedule Of Capital Expenditures By Reportable Segment

The following table presents capital expenditures by reportable segment (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
Capital Expenditures
North America	$	24,394	$	11,615	$	66,625	$	41,762
Europe	16,554		16,966		57,105		47,138
Specialty	582		4,229		11,235		10,673
Glass	8,897		—		17,781		—
	$	50,427	$	32,810	$	152,746	$	99,573

Schedule Of Assets By Reportable Segment

The following table presents assets by reportable segment (in thousands):



	September 30,		December 31,
	2016		2015
Receivables, net
North America	$	315,656	$	314,743
Europe ⁽¹⁾	438,771		215,710
Specialty	79,415		59,707
Glass ⁽¹⁾	125,479		—
Total receivables, net	959,321		590,160
Inventories, net
North America	795,531		847,787
Europe ⁽¹⁾	664,658		427,323
Specialty	293,083		281,442
Glass ⁽¹⁾	159,296		—
Total inventories, net	1,912,568		1,556,552
Property, Plant and Equipment, net
North America	486,382		467,961
Europe ⁽¹⁾	246,544		175,455
Specialty	57,565		53,151
Glass ⁽¹⁾	233,216		—
Total property, plant and equipment, net	1,023,707		696,567
Other unallocated assets	4,308,356		2,804,558
Total assets	$	8,203,952	$	5,647,837

Schedule Of Revenue By Geographic Area

The following table sets forth our revenue by geographic area (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
Revenue
United States	$	1,475,276	$	1,229,958	$	4,244,083	$	3,653,326
United Kingdom	336,168		358,925		1,044,110		1,049,596
Other countries	575,386		242,849		1,470,806		740,792
	$	2,386,830	$	1,831,732	$	6,758,999	$	5,443,714

Schedule Of Tangible Long-Lived Assets By Geographic Area

The following table sets forth our tangible long-lived assets by geographic area (in thousands):



	September 30,		December 31,
	2016		2015
Long-lived Assets
United States	$	703,454	$	493,300
United Kingdom	150,625		138,546
Other countries	169,628		64,721
	$	1,023,707	$	696,567

Schedule Of Revenue By Product Category

The following table sets forth our revenue by product category (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2016		2015		2016		2015
Aftermarket, other new and refurbished products	$	1,673,147	$	1,307,399	$	4,817,217	$	3,850,038
Recycled, remanufactured and related products and services	424,876		401,292		1,290,488		1,207,917
Manufactured products ⁽¹⁾	177,300		—		317,932		—
Other	111,507		123,041		333,362		385,759
	$	2,386,830	$	1,831,732	$	6,758,999	$	5,443,714

Condensed Consolidating Financial Information (Tables)

Consolidated Condensed Balance Sheets

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands)

	September 30, 2016
	Parent		Guarantors		Non-Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and equivalents	$	29,554	$	30,333	$	211,964	$	—		$	271,851
Receivables, net	—		344,318		615,003		—			959,321
Intercompany receivables, net	3,517		—		24,462		(27,979		)	—
Inventories, net	—		1,177,357		735,211		—			1,912,568
Prepaid expenses and other current assets	17,502		57,061		77,238		—			151,801
Total Current Assets	50,573		1,609,069		1,663,878		(27,979		)	3,295,541
Property, Plant and Equipment, net	274		697,601		325,832		—			1,023,707
Intangible Assets:
Goodwill	—		1,866,011		1,251,139		—			3,117,150
Other intangibles, net	—		157,305		461,941		—			619,246
Investment in Subsidiaries	5,075,832		281,123		—		(5,356,955		)	—
Intercompany Notes Receivable	1,110,376		819,982		—		(1,930,358		)	—
Other Assets	41,580		81,946		32,354		(7,572		)	148,308
Total Assets	$	6,278,635	$	5,513,037	$	3,735,144	$	(7,322,864	)	$	8,203,952
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	1,246	$	311,090	$	370,383	$	—		$	682,719
Intercompany payables, net	—		24,462		3,517		(27,979		)	—
Accrued expenses:
Accrued payroll-related liabilities	5,345		48,983		52,216		—			106,544
Other accrued expenses	12,920		96,875		128,507		—			238,302
Other current liabilities	284		17,546		28,984		—			46,814
Current portion of long-term obligations	22,410		2,469		49,950		—			74,829
Total Current Liabilities	42,205		501,425		633,557		(27,979		)	1,149,208
Long-Term Obligations, Excluding Current Portion	2,015,977		9,214		1,164,154		—			3,189,345
Intercompany Notes Payable	750,000		1,094,324		86,034		(1,930,358		)	—
Deferred Income Taxes	—		112,552		121,702		(7,572		)	226,682
Other Noncurrent Liabilities	43,176		127,770		40,494		—			211,440
Stockholders’ Equity	3,427,277		3,667,752		1,689,203		(5,356,955		)	3,427,277
Total Liabilities and Stockholders' Equity	$	6,278,635	$	5,513,037	$	3,735,144	$	(7,322,864	)	$	8,203,952

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands)

	December 31, 2015
	Parent		Guarantors		Non-Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and equivalents	$	17,616	$	13,432	$	56,349	$	—		$	87,397
Receivables, net	—		214,502		375,658		—			590,160
Intercompany receivables, net	3		—		13,544		(13,547		)	—
Inventories, net	—		1,060,834		495,718		—			1,556,552
Prepaid expenses and other current assets	15,254		44,810		46,539		—			106,603
Total Current Assets	32,873		1,333,578		987,808		(13,547		)	2,340,712
Property, Plant and Equipment, net	339		494,658		201,570		—			696,567
Intangible Assets:
Goodwill	—		1,640,745		678,501		—			2,319,246
Other intangibles, net	—		141,537		73,580		—			215,117
Investment in Subsidiaries	3,456,837		285,284		—		(3,742,121		)	—
Intercompany Notes Receivable	630,717		61,764		—		(692,481		)	—
Other Assets	35,649		28,184		18,218		(5,856		)	76,195
Total Assets	$	4,156,415	$	3,985,750	$	1,959,677	$	(4,454,005	)	$	5,647,837
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	681	$	229,519	$	185,388	$	—		$	415,588
Intercompany payables, net	—		13,544		3		(13,547		)	—
Accrued expenses:
Accrued payroll-related liabilities	4,395		48,698		33,434		—			86,527
Other accrued expenses	5,399		80,886		75,940		—			162,225
Other current liabilities	284		15,953		15,359		—			31,596
Current portion of long-term obligations	21,041		1,425		33,568		—			56,034
Total Current Liabilities	31,800		390,025		343,692		(13,547		)	751,970
Long-Term Obligations, Excluding Current Portion	976,353		7,487		544,828		—			1,528,668
Intercompany Notes Payable	—		615,488		76,993		(692,481		)	—
Deferred Income Taxes	—		113,905		19,190		(5,856		)	127,239
Other Noncurrent Liabilities	33,580		70,109		21,589		—			125,278
Stockholders’ Equity	3,114,682		2,788,736		953,385		(3,742,121		)	3,114,682
Total Liabilities and Stockholders’ Equity	$	4,156,415	$	3,985,750	$	1,959,677	$	(4,454,005	)	$	5,647,837

Consolidated Condensed Statements of Income

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands)

	For the Three Months Ended September 30, 2016
	Parent			Guarantors			Non-Guarantors		Eliminations			Consolidated
Revenue	$	—		$	1,549,617		$	909,040	$	(71,827	)	$	2,386,830
Cost of goods sold	—			982,278			592,967		(71,827		)	1,503,418
Gross margin	—			567,339			316,073		—			883,412
Facility and warehouse expenses	—			123,923			59,125		—			183,048
Distribution expenses	—			120,049			52,517		—			172,566
Selling, general and administrative expenses	8,095			138,131			117,146		—			263,372
Restructuring and acquisition related expenses	—			7,266			1,146		—			8,412
Depreciation and amortization	32			24,885			28,099		—			53,016
Operating (loss) income	(8,127		)	153,085			58,040		—			202,998
Other expense (income):
Interest expense, net	18,122			610			8,327		—			27,059
Intercompany interest (income) expense, net	(8,796		)	5,030			3,766		—			—
Other expense (income), net	17			(4,132		)	836		—			(3,279		)
Total other expense, net	9,343			1,508			12,929		—			23,780
(Loss) income before (benefit) provision for income taxes	(17,470		)	151,577			45,111		—			179,218
(Benefit) provision for income taxes	(9,546		)	57,012			9,331		—			56,797
Equity in earnings of unconsolidated subsidiaries	—			251			16		—			267
Equity in earnings of subsidiaries	130,612			11,075			—		(141,687		)	—
Net income	$	122,688		$	105,891		$	35,796	$	(141,687	)	$	122,688

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands)

	For the Three Months Ended September 30, 2015
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	1,263,397		$	595,769		$	(27,434	)	$	1,831,732
Cost of goods sold	—			773,957			372,430			(27,434		)	1,118,953
Gross margin	—			489,440			223,339			—			712,779
Facility and warehouse expenses	—			106,090			37,828			—			143,918
Distribution expenses	—			105,519			53,249			—			158,768
Selling, general and administrative expenses	8,484			124,678			74,725			—			207,887
Restructuring and acquisition related expenses	—			3,754			824			—			4,578
Depreciation and amortization	38			21,133			9,712			—			30,883
Operating (loss) income	(8,522		)	128,266			47,001			—			166,745
Other expense (income):
Interest expense, net	12,049			460			2,213			—			14,722
Intercompany interest (income) expense, net	(10,146		)	7,183			2,963			—			—
Other expense (income), net	8			(2,441		)	(495		)	—			(2,928		)
Total other expense, net	1,911			5,202			4,681			—			11,794
(Loss) income before (benefit) provision for income taxes	(10,433		)	123,064			42,320			—			154,951
(Benefit) provision for income taxes	(4,012		)	48,089			8,398			—			52,475
Equity in earnings of unconsolidated subsidiaries	—			17			(1,147		)	—			(1,130		)
Equity in earnings of subsidiaries	107,767			6,328			—			(114,095		)	—
Net income	$	101,346		$	81,320		$	32,775		$	(114,095	)	$	101,346

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands)

	For the Nine Months Ended September 30, 2016
	Parent			Guarantors			Non-Guarantors		Eliminations			Consolidated
Revenue	$	—		$	4,398,731		$	2,498,594	$	(138,326	)	$	6,758,999
Cost of goods sold	—			2,728,874			1,602,655		(138,326		)	4,193,203
Gross margin	—			1,669,857			895,939		—			2,565,796
Facility and warehouse expenses	—			357,782			161,541		—			519,323
Distribution expenses	—			342,524			166,716		—			509,240
Selling, general and administrative expenses	27,361			397,287			311,195		—			735,843
Restructuring and acquisition related expenses	—			18,384			13,919		—			32,303
Depreciation and amortization	101			68,890			68,242		—			137,233
Operating (loss) income	(27,462		)	484,990			174,326		—			631,854
Other expense (income):
Interest expense, net	48,043			444			19,545		—			68,032
Intercompany interest (income) expense, net	(21,828		)	13,996			7,832		—			—
Loss on debt extinguishment	2,894			—			23,756		—			26,650
Gains on foreign exchange contracts - acquisition related	(18,342		)	—			—		—			(18,342		)
Other (income) expense, net	(61		)	(7,216		)	2,448		—			(4,829		)
Total other expense, net	10,706			7,224			53,581		—			71,511
(Loss) income before (benefit) provision for income taxes	(38,168		)	477,766			120,745		—			560,343
(Benefit) provision for income taxes	(19,103		)	177,585			24,269		—			182,751
Equity in earnings of unconsolidated subsidiaries	(795		)	603			244		—			52
Equity in earnings of subsidiaries	397,504			23,448			—		(420,952		)	—
Net income	$	377,644		$	324,232		$	96,720	$	(420,952	)	$	377,644

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands)

	For the Nine Months Ended September 30, 2015
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Revenue	$	—		$	3,758,846		$	1,778,456		$	(93,588	)	$	5,443,714
Cost of goods sold	—			2,284,786			1,116,314			(93,588		)	3,307,512
Gross margin	—			1,474,060			662,142			—			2,136,202
Facility and warehouse expenses	—			304,140			108,814			—			412,954
Distribution expenses	—			304,264			146,257			—			450,521
Selling, general and administrative expenses	24,876			366,298			225,750			—			616,924
Restructuring and acquisition related expenses	—			10,999			1,730			—			12,729
Depreciation and amortization	117			60,897			29,104			—			90,118
Operating (loss) income	(24,993		)	427,462			150,487			—			552,956
Other expense (income):
Interest expense, net	36,604			331			7,315			—			44,250
Intercompany interest (income) expense, net	(31,347		)	21,498			9,849			—			—
Other expense (income), net	35			(5,282		)	4,335			—			(912		)
Total other expense, net	5,292			16,547			21,499			—			43,338
(Loss) income before (benefit) provision for income taxes	(30,285		)	410,915			128,988			—			509,618
(Benefit) provision for income taxes	(12,061		)	163,361			25,955			—			177,255
Equity in earnings of unconsolidated subsidiaries	—			47			(4,247		)	—			(4,200		)
Equity in earnings of subsidiaries	346,387			20,923			—			(367,310		)	—
Net income	$	328,163		$	268,524		$	98,786		$	(367,310	)	$	328,163

Consolidated Condensed Statements of Comprehensive Income (Loss)

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands)

	For the Three Months Ended September 30, 2016
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net income	$	122,688		$	105,891		$	35,796		$	(141,687	)	$	122,688
Other comprehensive (loss) income:
Foreign currency translation	(12,317		)	(9,372		)	(11,450		)	20,822			(12,317		)
Net change in unrecognized gains/losses on derivative instruments, net of tax	3,059			170			318			(488		)	3,059
Net change in unrealized gains/losses on pension plans, net of tax	94			—			94			(94		)	94
Total other comprehensive loss	(9,164		)	(9,202		)	(11,038		)	20,240			(9,164		)
Total comprehensive income	$	113,524		$	96,689		$	24,758		$	(121,447	)	$	113,524

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands)

	For the Three Months Ended September 30, 2015
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net income	$	101,346		$	81,320		$	32,775		$	(114,095	)	$	101,346
Other comprehensive (loss) income:
Foreign currency translation	(33,458		)	(11,459		)	(32,073		)	43,532			(33,458		)
Net change in unrecognized gains/losses on derivative instruments, net of tax	612			—			14			(14		)	612
Net change in unrealized gains/losses on pension plans, net of tax	(25		)	—			(25		)	25			(25		)
Total other comprehensive loss	(32,871		)	(11,459		)	(32,084		)	43,543			(32,871		)
Total comprehensive income	$	68,475		$	69,861		$	691		$	(70,552	)	$	68,475

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands)

	For the Nine Months Ended September 30, 2016
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net income	$	377,644		$	324,232		$	96,720		$	(420,952	)	$	377,644
Other comprehensive (loss) income:
Foreign currency translation	(85,434		)	(27,343		)	(88,319		)	115,662			(85,434		)
Net change in unrecognized gains/losses on derivative instruments, net of tax	(123		)	170			513			(683		)	(123		)
Net change in unrealized gains/losses on pension plans, net of tax	361			—			361			(361		)	361
Total other comprehensive loss	(85,196		)	(27,173		)	(87,445		)	114,618			(85,196		)
Total comprehensive income	$	292,448		$	297,059		$	9,275		$	(306,334	)	$	292,448

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands)

	For the Nine Months Ended September 30, 2015
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
Net income	$	328,163		$	268,524		$	98,786		$	(367,310	)	$	328,163
Other comprehensive (loss) income:
Foreign currency translation	(43,758		)	(12,697		)	(40,656		)	53,353			(43,758		)
Net change in unrecognized gains/losses on derivative instruments, net of tax	1,813			—			143			(143		)	1,813
Change in unrealized gains/losses on pension plans, net of tax	82			—			82			(82		)	82
Total other comprehensive loss	(41,863		)	(12,697		)	(40,431		)	53,128			(41,863		)
Total comprehensive income	$	286,300		$	255,827		$	58,355		$	(314,182	)	$	286,300

Consolidated Condensed Statements of Cash Flows

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands)

	For the Nine Months Ended September 30, 2016
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	$	240,495		$	404,164		$	119,623		$	(240,131	)	$	524,151
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(36		)	(89,917		)	(62,793		)	—			(152,746		)
Investment and intercompany note activity with subsidiaries	(1,285,939		)	—			—			1,285,939			—
Acquisitions, net of cash acquired	—			(666,052		)	(635,075		)	—			(1,301,127		)
Proceeds from foreign exchange contracts	18,342			—			—			—			18,342
Other investing activities, net	—			(452		)	11,293			—			10,841
Net cash used in investing activities	(1,267,633		)	(756,421		)	(686,575		)	1,285,939			(1,424,690		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	7,525			—			—			—			7,525
Taxes paid related to net share settlements of stock-based compensation awards	(4,440		)	—			—			—			(4,440		)
Debt issuance costs	(7,079		)	—			(9,325		)	—			(16,404		)
Proceeds from issuance of Euro notes	—			—			563,450			—			563,450
Borrowings under revolving credit facilities	1,304,000			—			657,702			—			1,961,702
Repayments under revolving credit facilities	(344,000		)	—			(895,234		)	—			(1,239,234		)
Borrowings under term loans	89,317			—			249,161			—			338,478
Repayments under term loans	(6,247		)	—			(3,214		)	—			(9,461		)
Borrowings under receivables securitization facility	—			—			100,480			—			100,480
Repayments under receivables securitization facility	—			—			(66,500		)	—			(66,500		)
Repayments of other debt, net	—			(2,270		)	(92		)	—			(2,362		)
Repayment of Rhiag debt and related payments	—			—			(543,347		)	—			(543,347		)
Payments of other obligations	—			(1,405		)	—			—			(1,405		)
Investment and intercompany note activity with parent	—			612,961			672,978			(1,285,939		)	—
Dividends	—			(240,131		)	—			240,131			—
Net cash provided by financing activities	1,039,076			369,155			726,059			(1,045,808		)	1,088,482
Effect of exchange rate changes on cash and equivalents	—			3			(3,492		)	—			(3,489		)
Net increase in cash and equivalents	11,938			16,901			155,615			—			184,454
Cash and equivalents, beginning of period	17,616			13,432			56,349			—			87,397
Cash and equivalents, end of period	$	29,554		$	30,333		$	211,964		$	—		$	271,851

LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands)

	For the Nine Months Ended September 30, 2015
	Parent			Guarantors			Non-Guarantors			Eliminations			Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	$	257,660		$	329,740		$	136,686		$	(219,091	)	$	504,995
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(3		)	(49,023		)	(50,547		)	—			(99,573		)
Investment and intercompany note activity with subsidiaries	(66,644		)	—			—			66,644			—
Acquisitions, net of cash acquired	—			(120,766		)	(36,591		)	—			(157,357		)
Other investing activities, net	—			8,832			(5,658		)	—			3,174
Net cash used in investing activities	(66,647		)	(160,957		)	(92,796		)	66,644			(253,756		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	7,534			—			—			—			7,534
Taxes paid related to net share settlements of stock-based compensation awards	(7,423		)	—			—			—			(7,423		)
Borrowings under revolving credit facilities	207,000			—			75,421			—			282,421
Repayments under revolving credit facilities	(347,000		)	—			(86,840		)	—			(433,840		)
Repayments under term loans	(16,875		)	—			—			—			(16,875		)
Borrowings under receivables securitization facility	—			—			3,858			—			3,858
Repayments under receivables securitization facility	—			—			(8,958		)	—			(8,958		)
Repayments of other debt, net	(31,500		)	(5,962		)	(13,381		)	—			(50,843		)
Payments of other obligations	—			(1,596		)	(895		)	—			(2,491		)
Investment and intercompany note activity with parent	—			62,540			4,104			(66,644		)	—
Dividends	—			(219,091		)	—			219,091			—
Net cash used in financing activities	(188,264		)	(164,109		)	(26,691		)	152,447			(226,617		)
Effect of exchange rate changes on cash and equivalents	—			237			(2,378		)	—			(2,141		)
Net increase in cash and equivalents	2,749			4,911			14,821			—			22,481
Cash and equivalents, beginning of period	14,930			32,103			67,572			—			114,605
Cash and equivalents, end of period	$	17,679		$	37,014		$	82,393		$	—		$	137,086

Business Combinations - Additional Information (Details)

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

9 Months Ended

12 Months Ended

3 Months Ended

9 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

0 Months Ended

Sep. 30, 2016

USD ($)

Sep. 30, 2015

USD ($)

Sep. 30, 2016

USD ($)

Sep. 30, 2015

USD ($)

Dec. 31, 2015

USD ($)

Sep. 30, 2016

Acquisition-related expenses

USD ($)

Sep. 30, 2015

Acquisition-related expenses

USD ($)

Sep. 30, 2016

Acquisition-related expenses

USD ($)

Sep. 30, 2015

Acquisition-related expenses

USD ($)

Sep. 30, 2016

North America

USD ($)

Dec. 31, 2015

North America

USD ($)

Sep. 30, 2016

Wholesale North America Segment

Dec. 31, 2015

Wholesale North America Segment

Sep. 30, 2016

Europe

USD ($)

Dec. 31, 2015

Europe

USD ($)

Sep. 30, 2016

Specialty

USD ($)

Dec. 31, 2015

Specialty

USD ($)

Sep. 30, 2016

PGW

USD ($)

Sep. 30, 2016

PGW

USD ($)

Sep. 30, 2016

PGW

Acquisition-related expenses

USD ($)

Sep. 30, 2016

PGW

Acquisition related expenses incurred post acquisition [Member]

USD ($)

Sep. 30, 2016

All 2016 Acquisitions Excluding Rhiag and PGW [Member]

USD ($)

Sep. 30, 2016

Rhiag

USD ($)

Sep. 30, 2016

Rhiag

USD ($)

Sep. 30, 2016

Rhiag

EUR (€)

Sep. 30, 2016

Rhiag

Acquisition related expenses incurred post acquisition [Member]

USD ($)

Mar. 31, 2016

Rhiag

Forward Contracts

USD ($)

Dec. 31, 2015

All 2015 Acquisitions

USD ($)

Dec. 31, 2015

Netherlands Distributors

Europe

Dec. 31, 2015

Netherlands Distributors Former Customers

Oct. 4, 2016

Subsequent Event [Member]

AndrewPageAcquisition [Member]

USD ($)

Oct. 4, 2016

Subsequent Event [Member]

AndrewPageAcquisition [Member]

GBP (£)

Business Acquisition

Number of acquisitions

1

4

5

12

18

11

9

Business Combination, Consideration Transferred

$ 42,300,000

$ 602,000,000

€ 534,200,000

$ 187,900,000

$ 21,100,000

£ 16,500,000

Acquisitions, net of cash acquired

(1,301,127,000)

(157,357,000)

(661,748,000)

(38,000,000)

(601,423,000)

(533,600,000)

(161,300,000)

Notes issued

0

(1,400,000)

0

(4,300,000)

Other purchase price obligations

0

2,991,000

0

21,199,000

Settlement of pre-existing balances

0

32,000

591,000

600,000

1,100,000

Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Debt

4,027,000

1,734,000

550,843,000

488,800,000

2,365,000

Derivative, Notional Amount

588,000,000

Gains on foreign exchange contracts - acquisition related

0

(18,342,000)

(18,300,000)

Goodwill

3,117,150,000

2,319,246,000

1,450,143,000

1,445,850,000

1,163,751,000

594,482,000

282,285,000

278,914,000

221,571,000

30,069,000

581,777,000

92,175,000

Business Acquisition, Goodwill, Expected Tax Deductible Amount

91,600,000

69,900,000

Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual

468,500,000

14,900,000

586,400,000

Business Combination, Pro Forma Information, Operating Income or Loss of Acquiree since Acquisition Date, Actual

23,000,000

1,100,000

17,200,000

Goodwill, Purchase Accounting Adjustments

37,600,000

158,000,000

Business Combination, Adjustment, Inventory

(387,000)

9,826,000

9,827,000

Restructuring and acquisition related expenses

$ 8,412,000

$ 4,578,000

$ 32,303,000

$ 12,729,000

$ 2,700,000

$ 1,200,000

$ 18,400,000

$ 2,400,000

$ 4,100,000

$ 2,100,000

$ 10,900,000

Purchase Price Allocations for Acquisitions (Details)

9 Months Ended

12 Months Ended

Sep. 30, 2016

USD ($)

Sep. 30, 2015

USD ($)

Dec. 31, 2015

USD ($)

Sep. 30, 2016

All 2016 Acquisitions

USD ($)

Sep. 30, 2016

Rhiag

USD ($)

Sep. 30, 2016

Rhiag

EUR (€)

Sep. 30, 2016

PGW

USD ($)

Sep. 30, 2016

All 2016 Acquisitions Excluding Rhiag and PGW

USD ($)

Dec. 31, 2015

All 2015 Acquisitions

USD ($)

Business Acquisition

Business Combination, Consideration Transferred

$ 602,000,000

€ 534,200,000

$ 42,300,000

$ 187,900,000

Payments to Acquire Businesses, Net of Cash Acquired

1,301,127,000

157,357,000

601,423,000

533,600,000

661,748,000

38,000,000

161,300,000

Receivables

377,117,000

230,670,000

136,523,000

9,924,000

29,628,000

Receivable reserves

(35,168,000)

(28,242,000)

(6,146,000)

(780,000)

(3,926,000)

Inventories, net (1)

421,378,000

239,529,000

169,159,000

12,690,000

79,646,000

Prepaid expenses and other current assets

55,422,000

10,822,000

42,573,000

2,027,000

3,337,000

Property, plant and equipment

287,510,000

58,062,000

225,712,000

3,736,000

11,989,000

Goodwill

3,117,150,000

2,319,246,000

833,417,000

581,777,000

221,571,000

30,069,000

92,175,000

Other intangibles

464,544,000

429,460,000

35,054,000

30,000

9,926,000

Other assets

59,476,000

2,092,000

57,672,000

(288,000)

5,166,000

Deferred income taxes

(108,115,000)

(109,833,000)

2,024,000

(306,000)

4,102,000

Current liabilities assumed

(418,917,000)

(238,375,000)

(167,520,000)

(13,022,000)

(39,191,000)

Debt assumed

(556,604,000)

(550,843,000)

(488,800,000)

(4,027,000)

(1,734,000)

(2,365,000)

Other noncurrent liabilities assumed

(73,959,000)

(23,112,000)

(50,847,000)

0

(2,651,000)

Other purchase price obligations

(2,991,000)

0

(2,991,000)

(21,199,000)

Notes issued

(1,360,000)

0

(1,400,000)

(4,300,000)

Settlement of pre-existing balances

(623,000)

(591,000)

(600,000)

0

(32,000)

(1,100,000)

Cash used in acquisitions, net of cash acquired

$ 1,301,127,000

$ 601,416,000

$ 661,748,000

$ 37,963,000

$ 161,268,000

Pro Forma Effect of Businesses Acquired (Details) (USD $)

In Thousands, except Per Share data, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2016

Jun. 30, 2016

Mar. 31, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Business Acquisition

Revenue, as reported

$ 2,386,830

$ 1,831,732

$ 6,758,999

$ 5,443,714

Pro forma revenue

2,392,381

2,417,276

7,345,138

7,269,869

Net Income

122,688

142,785

112,171

101,346

377,644

328,163

Pro forma net income

123,302

115,507

404,018

357,149

Pro forma earnings per share, basic (1)

$ 0.40 ¹

$ 0.38 ¹

$ 1.32 ¹

$ 1.17 ¹

Earnings per share, diluted

$ 0.40

$ 0.33

$ 1.22

$ 1.07

Pro forma earnings per share, diluted (1)

$ 0.40 ¹

$ 0.38 ¹

$ 1.30 ¹

$ 1.16 ¹

Restructuring and acquisition related expenses

8,412

4,578

32,303

12,729

Earnings per share, basic

$ 0.40

$ 0.33

$ 1.23

$ 1.08

Acquisition-related expenses

Business Acquisition

Restructuring and acquisition related expenses

2,700

1,200

18,400

2,400

Rhiag

Business Acquisition

Revenue of purchased businesses for the period prior to acquisition

0

256,479

213,376

738,364

Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments

0

5,091

(447)

9,670

Effect of purchased businesses for the period prior to acquisition

$ 0.00

$ 0.02

$ 0.00

$ 0.03

Effect of purchased businesses for the period prior to acquisition

$ 0.00

$ 0.02

$ 0.00

$ 0.03

PGW

Business Acquisition

Revenue of purchased businesses for the period prior to acquisition

0

281,004

328,000

818,389

Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments

0

8,466

13,573

11,121

Effect of purchased businesses for the period prior to acquisition

$ 0.00

$ 0.03

$ 0.04

Effect of purchased businesses for the period prior to acquisition

$ 0.00

$ 0.03

$ 0.04

PGW |
Acquisition-related expenses

Business Acquisition

Restructuring and acquisition related expenses

4,100

All 2016 Acquisitions Excluding Rhiag and PGW

Business Acquisition

Revenue of purchased businesses for the period prior to acquisition

5,551

44,763

Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments

239

2,467

Effect of purchased businesses for the period prior to acquisition

$ 0.00

$ 0.01

Effect of purchased businesses for the period prior to acquisition

$ 0.00

$ 0.01

All 2016 and 2015 Acquisitions Excluding Rhiag and PGW

Business Acquisition

Revenue of purchased businesses for the period prior to acquisition

48,061

269,402

Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments

(32)

6,755

Effect of purchased businesses for the period prior to acquisition

$ 0.00

$ 0.02

Effect of purchased businesses for the period prior to acquisition

$ 0.00

$ 0.02

All 2016 Acquisitions

Business Acquisition

Acquisition related costs, net of tax

375

10,781

Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Basic Share Effect

$ 0.00

$ 0.04

Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Diluted Share Effect

$ 0.00

$ 0.03

All 2015 Acquisitions

Business Acquisition

Acquisition related costs, net of tax

$ 636

$ 1,440

Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Basic Share Effect

$ 0.00

Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Diluted Share Effect

$ 0.00

[1] The sum of the individual earnings per share amounts may not equal the total due to rounding.

Financial Statement Information - Additional Information (Details) (USD $)

3 Months Ended

9 Months Ended

Sep. 30, 2016

Jun. 30, 2016

Mar. 31, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Dec. 31, 2015

Earnings Per Share, Diluted

$ 0.40 ¹

$ 0.46 ¹

$ 0.36 ¹

$ 1.22 ¹

Net Income

$ 122,688,000

$ 142,785,000

$ 112,171,000

$ 101,346,000

$ 377,644,000

$ 328,163,000

Schedule of Finite-Lived Intangible Assets [Table Text Block]

Text Block

Goodwill

3,117,150,000

2,319,246,000

Reserve for estimated returns, discounts and allowances

35,600,000

32,800,000

Reserve for uncollectible accounts

50,200,000

24,600,000

Finite-lived intangible assets, gross

784,103,000

323,001,000

Amortization expense

58,200,000

25,000,000

Estimated annual amortization expense in year one

82,800,000

Estimated annual amortization expense in year two

90,800,000

Estimated annual amortization expense in year three

75,100,000

Estimated annual amortization expense in year four

60,400,000

Estimated annual amortization expense in year five

49,300,000

Earnings Per Share, Basic

$ 0.40 ¹

$ 0.47 ¹

$ 0.37 ¹

$ 1.23 ¹

Retained earnings

2,504,028,000

2,126,384,000

Salvage mechanical products

Standard warranty period

6 months

Remanufactured engines

Standard warranty period

3 years

PGW

Goodwill

221,571,000

Reserve for uncollectible accounts

4,800,000

Finite-lived intangible assets, gross

35,054,000

Rhiag

Goodwill

581,777,000

Reserve for uncollectible accounts

23,000,000

Finite-lived intangible assets, gross

429,460,000

Restatement Adjustment [Member] |
ASU 2016-09 adjustments [Member]

Earnings Per Share, Diluted

$ 0.04

Net Income

11,471,000

Earnings Per Share, Basic

$ 0.04 ¹

Retained earnings

$ 11,500,000

[1] The sum of the individual earnings per share amounts may not equal the total due to rounding.

Schedule of Finite-Lived Intangible Assets [Table Text Block]

The components of other intangibles are as follows (in thousands):



	September 30, 2016							December 31, 2015
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Trade names and trademarks	$	300,248	$	(52,995	)	$	247,253	$	172,219	$	(43,458	)	$	128,761
Customer and supplier relationships	412,711		(77,914		)	334,797		95,508		(41,007		)	54,501
Software and other technology related assets	59,349		(27,131		)	32,218		44,500		(17,844		)	26,656
Covenants not to compete	11,795		(6,817		)	4,978		10,774		(5,575		)	5,199
	$	784,103	$	(164,857	)	$	619,246	$	323,001	$	(107,884	)	$	215,117

Financial Statement Information Schedule of Inventory (Details) (USD $)

Sep. 30, 2016

Dec. 31, 2015

Product Information

Inventories, net

$ 1,912,568,000

$ 1,556,552,000

Aftermarket and refurbished products

Product Information

Inventories, net

1,450,981,000

1,146,162,000

Inventories, net (1)

339,700,000

Salvage and remanufactured products

Product Information

Inventories, net

386,688,000

410,390,000

Inventories, net (1)

3,900,000

Glass manufacturing products

Product Information

Inventories, net

74,899,000

0

Inventories, net (1)

77,800,000

Glass

Product Information

Inventories, net

159,296,000

0

Glass |
Glass manufacturing products

Product Information

Inventory, Raw Materials, Net of Reserves

14,300,000

Inventory, Work in Process, Net of Reserves

22,700,000

Inventory, Finished Goods, Net of Reserves

$ 37,900,000

Financial Statement Information Schedule of Property and Equipment (Details) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2016

Dec. 31, 2015

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment, net

$ 1,023,707

$ 696,567

Changes in Carrying Amount of Goodwill (Details) (USD $)

In Thousands, unless otherwise specified

9 Months Ended

Sep. 30, 2016

Goodwill [Roll Forward]

Goodwill, beginning balance

$ 2,319,246

Business acquisitions and adjustments to previously recorded goodwill

833,417

Exchange rate effects

(35,513)

Goodwill, ending balance

3,117,150

North America

Goodwill [Roll Forward]

Goodwill, beginning balance

1,445,850

Business acquisitions and adjustments to previously recorded goodwill

2,304

Exchange rate effects

1,989

Goodwill, ending balance

1,450,143

Europe

Goodwill [Roll Forward]

Goodwill, beginning balance

594,482

Business acquisitions and adjustments to previously recorded goodwill

605,877

Exchange rate effects

(36,608)

Goodwill, ending balance

1,163,751

Specialty

Goodwill [Roll Forward]

Goodwill, beginning balance

278,914

Business acquisitions and adjustments to previously recorded goodwill

3,665

Exchange rate effects

(294)

Goodwill, ending balance

282,285

Glass

Goodwill [Roll Forward]

Goodwill, beginning balance

0

Business acquisitions and adjustments to previously recorded goodwill

221,571

Exchange rate effects

(600)

Goodwill, ending balance

220,971

Rhiag

Goodwill [Roll Forward]

Goodwill, ending balance

$ 581,777

Components of Other Intangibles (Details) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2016

Dec. 31, 2015

Finite-Lived Intangible Assets

Finite-lived intangible assets, gross

$ 784,103

$ 323,001

Accumulated amortization

(164,857)

(107,884)

Net

619,246

215,117

Trade names and trademarks

Finite-Lived Intangible Assets

Finite-lived intangible assets, gross

300,248

172,219

Accumulated amortization

(52,995)

(43,458)

Net

247,253

128,761

Customer and supplier relationships

Finite-Lived Intangible Assets

Finite-lived intangible assets, gross

412,711

95,508

Accumulated amortization

(77,914)

(41,007)

Net

334,797

54,501

Software and technology related assets

Finite-Lived Intangible Assets

Finite-lived intangible assets, gross

59,349

44,500

Accumulated amortization

(27,131)

(17,844)

Net

32,218

26,656

Covenants not to compete

Finite-Lived Intangible Assets

Finite-lived intangible assets, gross

11,795

10,774

Accumulated amortization

(6,817)

(5,575)

Net

$ 4,978

$ 5,199

Financial Statement Information Components of Other Intangibles Acquired as part of a Business Combination (Details) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2016

Dec. 31, 2015

Finite-Lived Intangible Assets

Finite-lived intangible assets, gross

$ 784,103

$ 323,001

Rhiag

Finite-Lived Intangible Assets

Finite-lived intangible assets, gross

429,460

PGW

Finite-Lived Intangible Assets

Finite-lived intangible assets, gross

35,054

Trade names and trademarks

Finite-Lived Intangible Assets

Finite-lived intangible assets, gross

300,248

172,219

Trade names and trademarks |
Rhiag

Finite-Lived Intangible Assets

Finite-lived intangible assets, gross

127,351

Trade names and trademarks |
PGW

Finite-Lived Intangible Assets

Finite-lived intangible assets, gross

4,700

Customer and supplier relationships

Finite-Lived Intangible Assets

Finite-lived intangible assets, gross

412,711

95,508

Customer and supplier relationships |
Rhiag

Finite-Lived Intangible Assets

Finite-lived intangible assets, gross

291,893

Customer and supplier relationships |
PGW

Finite-Lived Intangible Assets

Finite-lived intangible assets, gross

27,700

Software and technology related assets

Finite-Lived Intangible Assets

Finite-lived intangible assets, gross

59,349

44,500

Software and technology related assets |
Rhiag

Finite-Lived Intangible Assets

Finite-lived intangible assets, gross

10,216

Software and technology related assets |
PGW

Finite-Lived Intangible Assets

Finite-lived intangible assets, gross

1,054

Covenants not to compete

Finite-Lived Intangible Assets

Finite-lived intangible assets, gross

11,795

10,774

Covenants not to compete |
Rhiag

Finite-Lived Intangible Assets

Finite-lived intangible assets, gross

0

Covenants not to compete |
PGW

Finite-Lived Intangible Assets

Finite-lived intangible assets, gross

$ 1,600

Changes in Warranty Reserve (Details) (USD $)

In Thousands, unless otherwise specified

9 Months Ended

Sep. 30, 2016

Warranty Reserve [Roll Forward]

Warranty reserve, beginning balance

$ 17,363

Warranty expense

23,789

Warranty claims

(21,917)

Warranty reserve, ending balance

$ 19,235

Financial Statement Information Impact to quarterly financial statements as result of adoption of ASU 2016-09 (Details) (USD $)

3 Months Ended

9 Months Ended

Sep. 30, 2016

Jun. 30, 2016

Mar. 31, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Net Income

$ 122,688,000

$ 142,785,000

$ 112,171,000

$ 101,346,000

$ 377,644,000

$ 328,163,000

Earnings Per Share, Basic

$ 0.40 ¹

$ 0.47 ¹

$ 0.37 ¹

$ 1.23 ¹

Earnings Per Share, Diluted

$ 0.40 ¹

$ 0.46 ¹

$ 0.36 ¹

$ 1.22 ¹

Net Cash Provided by (Used in) Financing Activities

524,151,000

504,995,000

Net Cash Provided by (Used in) Financing Activities

1,088,482,000

(226,617,000)

ASU 2016-09 adjustments [Member] |
Scenario, Previously Reported [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Net Income

117,704,000

140,737,000

107,732,000

366,173,000

Earnings Per Share, Basic

$ 0.38 ¹

$ 0.46 ¹

$ 0.35 ¹

$ 1.19 ¹

Earnings Per Share, Diluted

$ 0.38 ¹

$ 0.46 ¹

$ 0.35 ¹

$ 1.18 ¹

ASU 2016-09 adjustments [Member] |
Restatement Adjustment [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Net Income

4,984,000

2,048,000

4,439,000

11,471,000

Earnings Per Share, Basic

$ 0.02 ¹

$ 0.01 ¹

$ 0.02 ¹

$ 0.04 ¹

Earnings Per Share, Diluted

$ 0.02 ¹

$ 0.00 ¹

$ 0.01 ¹

$ 0.04 ¹

Net Cash Provided by (Used in) Financing Activities

11,700,000

13,700,000

Net Cash Provided by (Used in) Financing Activities

11,700,000

13,700,000

ASU 2016-09 adjustments [Member] |
Restatement Adjustment [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Net Income

11,471,000

Earnings Per Share, Basic

$ 0.04 ¹

Earnings Per Share, Diluted

$ 0.04

Additional Paid in Capital

$ 11,500,000

[1] The sum of the individual earnings per share amounts may not equal the total due to rounding.

Restructuring and Acquisition Related Expenses - Additional Information (Details) (USD $)

3 Months Ended

9 Months Ended

Sep. 30, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Restructuring Cost and Reserve

Restructuring and acquisition related expenses

$ 8,412,000

$ 4,578,000

$ 32,303,000

$ 12,729,000

Acquisition-related expenses

Restructuring Cost and Reserve

Restructuring and acquisition related expenses

2,700,000

1,200,000

18,400,000

2,400,000

Restructuring expenses

Restructuring Cost and Reserve

Restructuring and acquisition related expenses

5,700,000

3,400,000

13,900,000

10,300,000

Restructuring expenses |
Maximum

Restructuring Cost and Reserve

Expected additional charges

5,000,000

PGW |
Acquisition-related expenses

Restructuring Cost and Reserve

Restructuring and acquisition related expenses

4,100,000

All 2016 Acquisitions and yet to be Completed Acquisitions Excluding Rhiag and PGW |
Acquisition-related expenses

Restructuring Cost and Reserve

Restructuring and acquisition related expenses

$ 3,400,000

Stock-Based Compensation - Additional Information (Details) (USD $)

In Millions, except Share data, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2016

RSUs

Share-based Compensation Arrangement by Share-based Payment Award

Number of shares that RSUs convert into on the applicable vesting date

1

RSUs granted during the period

976,318

Fair value of RSUs or restricted stock vested during the period

$ 29.2

Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options

41.3

Expected term for unrecognized stock-based compensation expense expected to be recognized

3 years 1 month

Stock Options

Share-based Compensation Arrangement by Share-based Payment Award

Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options

$ 0.1

Expected term for unrecognized stock-based compensation expense expected to be recognized

0 years 3 months

Minimum |
Stock Options

Share-based Compensation Arrangement by Share-based Payment Award

Stock options expiration period

6 years

Maximum |
RSUs

Share-based Compensation Arrangement by Share-based Payment Award

Vesting period

5 years

Maximum |
Stock Options

Share-based Compensation Arrangement by Share-based Payment Award

Vesting period

5 years

Stock options expiration period

10 years

Stock-Based Compensation Schedule of Unvested Restricted Stock Units Activity (Details) (RSUs, USD $)

In Thousands, except Share data, unless otherwise specified

9 Months Ended

Sep. 30, 2016

Dec. 31, 2015

RSUs

Summary of Expected to Vest RSUs [Line Items]

Unvested RSUs, shares

1,886,807

1,981,292

RSUs granted during the period

976,318

RSUs vested, shares

(996,607)

RSUs forfeited/canceled, shares

(74,196)

RSUs expected to vest, shares

1,781,698

Unvested RSUs, weighted average grant date fair value

$ 27.58

$ 24.19

RSUs granted, weighted average grant date fair value

$ 29.05

RSUs vested, weighted average grant date fair value

$ 22.30

RSUs forfeited/canceled, weighted average grant date fair value

$ 27.18

RSUs expected to vest, weighted average grant date fair value

$ 27.63

Unvested RSUs, aggregate intrinsic value

$ 66,906

$ 58,706

RSUs expected to vest, aggregate intrinsic value

$ 63,179

Stock-Based Compensation Schedule of Stock Option Activity (Details) (Stock Options, USD $)

In Thousands, except Share data, unless otherwise specified

9 Months Ended

12 Months Ended

Sep. 30, 2016

Dec. 31, 2015

Stock Options

Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]

Stock options outstanding, shares

2,681,796

3,765,952

Stock options exercised, shares

(1,066,756)

Stock options forfeited/canceled, shares

(17,400)

Exercisable stock options, shares

2,600,860

Exercisable and expected to vest stock options, shares

2,673,702

Stock options outstanding, weighted average exercise price

$ 9.16

$ 8.63

Stock options exercised, weighted average exercise price

$ 7.05

Stock options forfeited/canceled, weighted average exercise price

$ 23.66

Exercisable stock options, weighted average exercise price

$ 8.44

Exercisable and expected to vest stock options, weighted average exercise price

$ 9.09

Stock options outstanding, weighted average remaining contractual term (years)

2 years 6 months

2 years 10 months 25 days

Exercisable stock options, weighted average remaining contractual term (years)

2 years 6 months

Share-based compensation arrangement by share-based payment award, options, vested and expected to vest, outstanding, weighted average remaining contractual term

2 years 6 months

Stock options outstanding, aggregate intrinsic value

$ 70,519

$ 79,317

Exercisable stock options, aggregate intrinsic value

70,264

Exercisable and expected to vest stock options, aggregate intrinsic value

$ 70,493

Schedule of Pre-Tax Stock-Based Compensation Expense (Details) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Share-based Compensation Arrangement by Share-based Payment Award

Stock-based compensation expense

$ 5,637

$ 5,177

$ 17,062

$ 16,291

RSUs

Share-based Compensation Arrangement by Share-based Payment Award

Stock-based compensation expense

5,591

5,119

16,950

16,067

Stock Options

Share-based Compensation Arrangement by Share-based Payment Award

Stock-based compensation expense

$ 46

$ 58

$ 112

$ 224

Computation of Earnings Per Share (Details) (USD $)

In Thousands, except Per Share data, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2016

Jun. 30, 2016

Mar. 31, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Earnings Per Share [Abstract]

Net Income

$ 122,688

$ 142,785

$ 112,171

$ 101,346

$ 377,644

$ 328,163

Denominator for basic earnings per share—Weighted-average shares outstanding

307,190

305,059

306,690

304,453

Effect of dilutive securities:

RSUs

681

603

686

678

Stock options

2,165

2,066

2,295

2,195

Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding

310,036

307,728

309,671

307,326

Earnings per share, basic

$ 0.40

$ 0.33

$ 1.23

$ 1.08

Earnings per share, diluted

$ 0.40

$ 0.33

$ 1.22

$ 1.07

Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share (Details)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

RSUs

Antidilutive Securities Excluded from Computation of Earnings Per Share

Antidilutive securities

0

272

76

306

Stock Options

Antidilutive Securities Excluded from Computation of Earnings Per Share

Antidilutive securities

0

95

57

97

Accumulated Other Comprehensive Income (Loss) Additional Information (Details) (Interest Rate Swap, USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Interest Rate Swap

Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items]

Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax

$ 1,100

$ 1,500

$ 2,900

$ 4,600

Accumulated Other Comprehensive Income (Loss) Schedule of Accumulated Other Comprehensive Income (Loss) (Details) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Accumulated Other Comprehensive Income (Loss) [Line Items]

Beginning Balance

$ 181,502

$ 49,217

$ 105,470

$ 40,225

Foreign currency translation

(12,317)

(33,458)

(85,434)

(43,758)

Pre-tax income accumulated comprehensive income

(8,927)

(34,033)

(88,766)

(45,572)

Income tax effect

(1,087)

185

1,241

624

Reclassification of unrealized gain (loss)

1,249

1,508

3,394

4,736

Reclassification of deferred income taxes

(399)

(531)

(1,065)

(1,651)

Ending Balance

190,666

82,088

190,666

82,088

Foreign Currency Translation

Accumulated Other Comprehensive Income (Loss) [Line Items]

Beginning Balance

170,007

37,373

96,890

27,073

Foreign currency translation

(12,317)

(33,458)

(85,434)

(43,758)

Ending Balance

182,324

70,831

182,324

70,831

Unrealized (Loss) Gain on Cash Flow Hedges

Accumulated Other Comprehensive Income (Loss) [Line Items]

Beginning Balance

4,114

2,200

932

3,401

Pre-tax income accumulated comprehensive income

3,390

(575)

(3,332)

(1,814)

Income tax effect

(1,087)

185

1,241

624

Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax

(1,124)

(1,542)

(2,912)

(4,627)

Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax

(368)

(540)

(944)

(1,624)

Ending Balance

1,055

1,588

1,055

1,588

Unrealized (Loss) Gain on Pension Plan

Accumulated Other Comprehensive Income (Loss) [Line Items]

Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax

7,381

9,644

7,648

9,751

Reclassification of unrealized gain (loss)

125

(34)

482

109

Reclassification of deferred income taxes

(31)

9

(121)

(27)

Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax

7,287

9,669

7,287

9,669

Interest Rate Swap

Accumulated Other Comprehensive Income (Loss) [Line Items]

Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax

$ (1,100)

$ (1,500)

$ (2,900)

$ (4,600)

Schedule of Long-Term Obligations (Parenthetical) (Details)

Sep. 30, 2016

Dec. 31, 2015

Notes Payable

Debt Instrument

Weighted average interest rate

2.20%

Other Long-Term Debt

Debt Instrument

Weighted average interest rate

2.20%

2.40%

Schedule of Long-Term Obligations (Details)

Sep. 30, 2016

USD ($)

Dec. 31, 2015

USD ($)

Sep. 30, 2016

Term Loan

USD ($)

Dec. 31, 2015

Term Loan

USD ($)

Sep. 30, 2016

Revolving Credit Facility

USD ($)

Dec. 31, 2015

Revolving Credit Facility

USD ($)

Sep. 30, 2016

Senior Notes

USD ($)

Dec. 31, 2015

Senior Notes

USD ($)

May 9, 2013

Senior Notes

USD ($)

Sep. 30, 2016

Euro Notes

USD ($)

Apr. 14, 2016

Euro Notes

EUR (€)

Dec. 31, 2015

Euro Notes

USD ($)

Sep. 30, 2016

Receivables Securitization Facility

USD ($)

Dec. 31, 2015

Receivables Securitization Facility

USD ($)

Sep. 30, 2016

Notes Payable

USD ($)

Dec. 31, 2015

Notes Payable

USD ($)

Sep. 30, 2016

Other Long-Term Debt

USD ($)

Dec. 31, 2015

Other Long-Term Debt

USD ($)

Mar. 27, 2014

Third Amended Credit Agreement

Credit Agreement

USD ($)

Jan. 29, 2016

Fourth Amended Credit Agreement

Credit Agreement

USD ($)

Debt Instrument

Maximum Credit Agreement Borrowings

$ 2,300,000,000

$ 3,200,000,000

Term loans payable

748,870,000

410,625,000

750,000,000

Revolving credit facilities

1,202,042,000

480,481,000

Senior notes

600,000,000

561,750,000

500,000,000

0

Receivables securitization facility

97,000,000

63,000,000

Notes payable

10,457,000

16,104,000

Other long-term debt

69,825,000

29,485,000

Long-Term Obligations, Total

3,289,924,000

1,599,695,000

Deferred Finance Costs, Current, Net

(2,482,000)

(1,460,000)

Deferred Finance Costs, Noncurrent, Net

(23,268,000)

(13,533,000)

Debt and Capital Lease Obligations, Net

3,264,174,000

1,584,702,000

Long-term Debt and Capital Lease Obligations, Current, Net

74,829,000

56,034,000

Long-Term Obligations, Excluding Current Portion

$ 3,189,345,000

$ 1,528,668,000

Long-Term Obligations - Additional Information (Details)

3 Months Ended

9 Months Ended

0 Months Ended

Sep. 30, 2016

USD ($)

Sep. 30, 2015

USD ($)

Sep. 30, 2016

USD ($)

Sep. 30, 2015

USD ($)

Jan. 29, 2016

Sep. 30, 2016

Credit Agreement

USD ($)

Jan. 29, 2016

Credit Agreement

Dec. 31, 2015

Credit Agreement

Sep. 30, 2016

Term Loan

USD ($)

Dec. 31, 2015

Term Loan

USD ($)

Sep. 30, 2016

Senior Notes

USD ($)

Dec. 31, 2015

Senior Notes

USD ($)

May 9, 2013

Senior Notes

USD ($)

Sep. 30, 2016

Euro Notes

USD ($)

Apr. 14, 2016

Euro Notes

EUR (€)

Dec. 31, 2015

Euro Notes

USD ($)

Sep. 30, 2016

Receivables Securitization Facility

USD ($)

Dec. 31, 2015

Receivables Securitization Facility

USD ($)

Sep. 29, 2014

Receivables Securitization Facility

USD ($)

Sep. 30, 2016

Fourth Amended Credit Agreement

Credit Agreement

USD ($)

Jan. 29, 2016

Fourth Amended Credit Agreement

Credit Agreement

USD ($)

Jan. 29, 2016

Fourth Amended Credit Agreement

Credit Agreement

Multicurrency Component

USD ($)

Jan. 29, 2016

Fourth Amended Credit Agreement

USD Term Loan

USD ($)

Jan. 29, 2016

Fourth Amended Credit Agreement

EURO Term Loan

EUR (€)

Sep. 30, 2016

Third Amended Credit Agreement

Credit Agreement

USD ($)

Mar. 27, 2014

Third Amended Credit Agreement

Credit Agreement

USD ($)

Sep. 30, 2016

Rhiag

USD ($)

Sep. 30, 2016

Rhiag

EUR (€)

Mar. 24, 2016

Rhiag

USD ($)

Mar. 24, 2016

Rhiag

Senior Notes

USD ($)

Mar. 24, 2016

Rhiag

Senior Notes

EUR (€)

Mar. 24, 2016

Rhiag

Senior Notes

USD ($)

Mar. 24, 2016

Rhiag

Senior Notes

EUR (€)

Mar. 24, 2016

Interest Rate Swap

Rhiag

Senior Notes

USD ($)

Mar. 24, 2016

Interest Rate Swap

Rhiag

Senior Notes

EUR (€)

Debt Instrument

Maximum Credit Agreement Borrowings

$ 3,200,000,000

$ 2,300,000,000

Maximum revolving credit facility borrowings

2,450,000,000

Term loans payable

748,870,000

410,625,000

750,000,000

500,000,000

230,000,000

Term Loan Quarterly Repayment, Percentage of Initial Balance

0.625%

Term Loan Quarterly Repayment, Percentage

1.25%

Increment change in applicable margin

0.25%

Weighted average interest rate

2.20%

1.80%

1.60%

Increment change in commitment fees

0.05%

Fronting fee on letters of credit in addition to participation commission

0.125%

Current maturities of credit agreement

33,200,000

22,500,000

Outstanding letters of credit

70,900,000

Availability on the revolving credit facility

1,200,000,000

Payments of financing costs

6,100,000

Fees capitalized

10,300,000

5,000,000

Loss on debt extinguishment

0

26,650,000

0

1,100,000

1,800,000

Senior notes

600,000,000

561,750,000

500,000,000

0

Senior notes interest rate

4.75%

3.875%

Receivables securitization maximum borrowing capacity

97,000,000

Receivables used as collateral for receivables securitization facility

129,600,000

136,100,000

Borrowings under receivable securitization facility, carrying value

97,000,000

63,000,000

Debt Incurred under Line of Credit Facility, Used to Repay Debt Acquired

508,000,000

Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Debt

550,843,000

488,800,000

519,600,000

465,000,000

Accrued interest

8,000,000

7,100,000

Payments of Debt Extinguishment Costs

23,800,000

21,200,000

Payments for Derivative Instrument, Financing Activities

$ 4,900,000

€ 4,400,000

Derivative Instruments and Hedging Activities - Additional Information (Details) (USD $)

In Millions, unless otherwise specified

Sep. 30, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Net loss included in accumulated other comprehensive income (loss) to be reclassified into interest expense within the next 12 months

$ 1.4

Schedule of Cash Flow Hedges (Details)

In Thousands, unless otherwise specified

Sep. 30, 2016

USD ($)

Dec. 31, 2015

USD ($)

Sep. 30, 2016

Interest Rate Swap

US Dollar Notional Amount

USD ($)

Dec. 31, 2015

Interest Rate Swap

US Dollar Notional Amount

USD ($)

Jun. 30, 2016

Interest Rate Swap

US Dollar Notional Amount

2016 Interest Rate Swaps

USD ($)

Mar. 31, 2016

Interest Rate Swap

US Dollar Notional Amount

2016 Interest Rate Swaps

USD ($)

Sep. 30, 2016

Interest Rate Swap

Pound Sterling Notional Amount

USD ($)

Sep. 30, 2016

Interest Rate Swap

Pound Sterling Notional Amount

GBP (£)

Dec. 31, 2015

Interest Rate Swap

Pound Sterling Notional Amount

USD ($)

Dec. 31, 2015

Interest Rate Swap

Pound Sterling Notional Amount

GBP (£)

Sep. 30, 2016

Interest Rate Swap

Canadian Dollar Notional Amount

USD ($)

Sep. 30, 2016

Interest Rate Swap

Canadian Dollar Notional Amount

CAD ($)

Dec. 31, 2015

Interest Rate Swap

Canadian Dollar Notional Amount

USD ($)

Dec. 31, 2015

Interest Rate Swap

Canadian Dollar Notional Amount

CAD ($)

Derivative

Derivative, Notional Amount

$ 760,000

$ 170,000

$ 150,000

$ 440,000

£ 50,000

$ 0

$ 25,000

Derivative Asset, Noncurrent

431

Derivative Liability, Current

212

1,347

152

858

60

465

0

24

Derivative Liability, Noncurrent

$ 2,414

$ 0

Fair Value Measurements - Additional Information (Details)

3 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

Sep. 30, 2016

USD ($)

Sep. 30, 2015

USD ($)

Sep. 30, 2016

USD ($)

Sep. 30, 2015

USD ($)

Sep. 30, 2015

Contingent Consideration Liabilities

USD ($)

Sep. 30, 2015

Contingent Consideration Liabilities

USD ($)

Sep. 30, 2016

Credit Agreement

USD ($)

Dec. 31, 2015

Credit Agreement

USD ($)

Sep. 30, 2016

Receivables Securitization Facility

USD ($)

Dec. 31, 2015

Receivables Securitization Facility

USD ($)

Sep. 30, 2016

Senior Notes

USD ($)

Dec. 31, 2015

Senior Notes

USD ($)

May 9, 2013

Senior Notes

USD ($)

Sep. 30, 2016

Euro Notes

USD ($)

Apr. 14, 2016

Euro Notes

EUR (€)

Dec. 31, 2015

Euro Notes

USD ($)

Fair Value Measurements

Portion of change in fair value included in earnings related to contingent consideration obligations outstanding at period end

$ 57,000

$ 89,000

$ 176,000

$ 365,000

$ 100,000

$ 200,000

Borrowings under credit agreement, carrying value

2,000,000,000

891,100,000

Borrowings under receivable securitization facility, carrying value

97,000,000

63,000,000

Debt instrument, fair value

618,800,000

567,300,000

600,300,000

Debt instrument, carrying value

$ 600,000,000

$ 561,750,000

€ 500,000,000

$ 0

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) (Fair Value, Measurements, Recurring, USD $)

In Thousands, unless otherwise specified

Sep. 30, 2016

Dec. 31, 2015

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Fair value assets measured on recurring basis

$ 35,242

$ 29,782

Fair value liabilities measured on recurring basis

42,083

36,267

Cash surrender value of life insurance

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Fair value assets measured on recurring basis

34,811

29,782

Contingent consideration liabilities

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Fair value liabilities measured on recurring basis

3,168

4,584

Deferred compensation liabilities

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Fair value liabilities measured on recurring basis

36,289

30,336

Interest Rate Swap

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Fair value assets measured on recurring basis

431

Fair value liabilities measured on recurring basis

2,626

1,347

Fair Value, Inputs, Level 2

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Fair value assets measured on recurring basis

35,242

29,782

Fair value liabilities measured on recurring basis

38,915

31,683

Fair Value, Inputs, Level 2 |
Cash surrender value of life insurance

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Fair value assets measured on recurring basis

34,811

29,782

Fair Value, Inputs, Level 2 |
Deferred compensation liabilities

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Fair value liabilities measured on recurring basis

36,289

30,336

Fair Value, Inputs, Level 2 |
Interest Rate Swap

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Fair value assets measured on recurring basis

431

Fair value liabilities measured on recurring basis

2,626

1,347

Fair Value, Inputs, Level 3

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Fair value liabilities measured on recurring basis

3,168

4,584

Fair Value, Inputs, Level 3 |
Contingent consideration liabilities

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

Fair value liabilities measured on recurring basis

$ 3,168

$ 4,584

Changes in Fair Value of Contingent Consideration Obligations (Details) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Contingent Consideration Obligations [Roll Forward]

Beginning balance

$ 3,134

$ 5,191

$ 4,584

$ 7,295

Payments

0

(610)

(1,667)

(2,815)

Increase (decrease) in fair value included in earnings

57

89

176

365

Exchange rate effects

(23)

(122)

75

(297)

Ending balance

$ 3,168

$ 4,548

$ 3,168

$ 4,548

Future Minimum Lease Commitments (Details) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

Operating Leases, Future Minimum Payments, Remainder of Fiscal Year

$ 51,473

2017

188,098

2018

162,716

2019

132,020

2020

106,987

2021

80,143

Thereafter

477,455

Future Minimum Lease Payments

$ 1,198,892

Income Taxes Income Taxes - Additional Information (Details) (USD $)

3 Months Ended

9 Months Ended

Sep. 30, 2016

Jun. 30, 2016

Mar. 31, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Business Acquisition

Effective income tax rate

32.60%

34.80%

Net Income

$ 122,688,000

$ 142,785,000

$ 112,171,000

$ 101,346,000

$ 377,644,000

$ 328,163,000

All 2016 Acquisitions

Business Acquisition

Deferred Tax Assets, Other

29,700,000

Deferred Tax Liabilities, Other

137,500,000

ASU 2016-09 adjustments [Member] |
Restatement Adjustment [Member]

Business Acquisition

Net Income

$ 4,984,000

$ 2,048,000

$ 4,439,000

$ 11,471,000

Segment and Geographic Information - Additional Information (Details)

3 Months Ended

Sep. 30, 2016

Segment Reporting Information

Number of operating segments

5

Number of reportable segments

4

North America

Segment Reporting Information

Number of reportable segments

1

Schedule of Financial Performance by Reportable Segment (Details) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Segment Reporting Information

Revenue

$ 2,386,830

$ 1,831,732

$ 6,758,999

$ 5,443,714

Segment EBITDA

273,847

207,314

829,358

661,650

Depreciation and amortization

59,488

32,974

150,370

94,688

North America

Segment Reporting Information

Revenue

1,046,665

1,037,290

3,214,762

3,128,614

Segment EBITDA

141,054

128,506

452,254

416,774

Depreciation and amortization

17,551

17,918

52,688

52,432

Europe

Segment Reporting Information

Revenue

770,219

511,146

2,141,186

1,508,395

Segment EBITDA

72,586

52,733

220,066

153,199

Depreciation and amortization

27,792

9,478

66,380

26,533

Specialty

Segment Reporting Information

Revenue

312,590

284,306

937,969

809,858

Segment EBITDA

32,449

26,075

105,979

91,677

Depreciation and amortization

5,628

5,578

16,254

15,723

Glass

Segment Reporting Information

Revenue

258,525

468,703

Segment EBITDA

27,758

51,059

Depreciation and amortization

8,517

15,048

Intersegment Eliminations

Segment Reporting Information

Revenue

(1,169)

(1,010)

(3,621)

(3,153)

Third Party |
North America

Segment Reporting Information

Revenue

1,046,579

1,037,130

3,214,343

3,127,988

Third Party |
Europe

Segment Reporting Information

Revenue

770,219

511,146

2,141,186

1,508,325

Third Party |
Specialty

Segment Reporting Information

Revenue

311,621

283,456

934,955

807,401

Third Party |
Glass

Segment Reporting Information

Revenue

258,411

468,515

Intersegment |
North America

Segment Reporting Information

Revenue

86

160

419

626

Intersegment |
Europe

Segment Reporting Information

Revenue

0

70

Intersegment |
Specialty

Segment Reporting Information

Revenue

969

850

3,014

2,457

Intersegment |
Glass

Segment Reporting Information

Revenue

114

188

Intersegment |
Intersegment Eliminations

Segment Reporting Information

Revenue

$ (1,169)

$ (1,010)

$ (3,621)

$ (3,153)

Reconciliation Of Segment EBITDA To Net Income (Details) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2016

Jun. 30, 2016

Mar. 31, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Segment Reporting [Abstract]

Segment EBITDA

$ 273,847

$ 207,314

$ 829,358

$ 661,650

Restructuring and acquisition related expenses

8,412

4,578

32,303

12,729

Business Combination, Adjustment, Inventory

(387)

9,826

Change in fair value of contingent consideration liabilities

(57)

(89)

(176)

(365)

Equity in earnings of unconsolidated subsidiaries

267

(1,130)

52

(4,200)

Gain (Loss) on Sale of Derivatives

0

18,342

0

EBITDA

266,032

201,517

805,447

644,356

Depreciation and amortization - cost of goods sold

6,472

2,091

13,137

4,570

Depreciation and amortization

53,016

30,883

137,233

90,118

Interest expense, net

27,059

14,722

68,032

44,250

Loss on debt extinguishment

0

26,650

0

Provision for income taxes

56,797

52,475

182,751

177,255

Net Income

$ 122,688

$ 142,785

$ 112,171

$ 101,346

$ 377,644

$ 328,163

Schedule of Capital Expenditures by Reportable Segment (Details) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Segment Reporting Information

Capital Expenditures

$ 50,427

$ 32,810

$ 152,746

$ 99,573

North America

Segment Reporting Information

Capital Expenditures

24,394

11,615

66,625

41,762

Europe

Segment Reporting Information

Capital Expenditures

16,554

16,966

57,105

47,138

Specialty

Segment Reporting Information

Capital Expenditures

582

4,229

11,235

10,673

Glass

Segment Reporting Information

Capital Expenditures

$ 8,897

$ 0

$ 17,781

$ 0

Schedule of Assets by Reportable Segment (Details) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2016

Dec. 31, 2015

Segment Reporting Information

Receivables, net

$ 959,321

$ 590,160

Inventories, net

1,912,568

1,556,552

Property, Plant and Equipment, net

1,023,707

696,567

Other unallocated assets

4,308,356

2,804,558

Total Assets

8,203,952

5,647,837

North America

Segment Reporting Information

Receivables, net

315,656

314,743

Inventories, net

795,531

847,787

Property, Plant and Equipment, net

486,382

467,961

Europe

Segment Reporting Information

Receivables, net

438,771

215,710

Inventories, net

664,658

427,323

Property, Plant and Equipment, net

246,544

175,455

Specialty

Segment Reporting Information

Receivables, net

79,415

59,707

Inventories, net

293,083

281,442

Property, Plant and Equipment, net

57,565

53,151

Glass

Segment Reporting Information

Receivables, net

125,479

0

Inventories, net

159,296

0

Property, Plant and Equipment, net

$ 233,216

$ 0

Schedule of Revenue by Geographic Area (Details) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Revenues from External Customers and Long-Lived Assets

Revenue

$ 2,386,830

$ 1,831,732

$ 6,758,999

$ 5,443,714

United States

Revenues from External Customers and Long-Lived Assets

Revenue

1,475,276

1,229,958

4,244,083

3,653,326

United Kingdom

Revenues from External Customers and Long-Lived Assets

Revenue

336,168

358,925

1,044,110

1,049,596

Other countries

Revenues from External Customers and Long-Lived Assets

Revenue

$ 575,386

$ 242,849

$ 1,470,806

$ 740,792

Schedule of Tangible Long-Lived Assets by Geographic Area (Details) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2016

Dec. 31, 2015

Revenues from External Customers and Long-Lived Assets

Long-lived Assets

$ 1,023,707

$ 696,567

United States

Revenues from External Customers and Long-Lived Assets

Long-lived Assets

703,454

493,300

United Kingdom

Revenues from External Customers and Long-Lived Assets

Long-lived Assets

150,625

138,546

Other countries

Revenues from External Customers and Long-Lived Assets

Long-lived Assets

$ 169,628

$ 64,721

Schedule of Revenue by Product Category (Details) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Revenue from External Customers

Revenue

$ 2,386,830

$ 1,831,732

$ 6,758,999

$ 5,443,714

Aftermarket, other new and refurbished products

Revenue from External Customers

Revenue

1,673,147

1,307,399

4,817,217

3,850,038

Recycled, remanufactured and related products and services

Revenue from External Customers

Revenue

424,876

401,292

1,290,488

1,207,917

Other

Revenue from External Customers

Revenue

111,507

123,041

333,362

385,759

Glass manufacturing products

Revenue from External Customers

Revenue

$ 177,300

$ 0

$ 317,932

$ 0

Condensed Consolidating Balance Sheets (Details) (USD $)

In Thousands, unless otherwise specified

Sep. 30, 2016

Dec. 31, 2015

Sep. 30, 2015

Dec. 31, 2014

Current Assets:

Cash and equivalents

$ 271,851

$ 87,397

$ 137,086

$ 114,605

Receivables, net

959,321

590,160

Intercompany receivables, net

0

Inventories, net

1,912,568

1,556,552

Prepaid expenses and other current assets

151,801

106,603

Total Current Assets

3,295,541

2,340,712

Property, Plant and Equipment, net

1,023,707

696,567

Intangible Assets:

Goodwill

3,117,150

2,319,246

Other intangibles, net

619,246

215,117

Investment in Subsidiaries

0

Intercompany Notes Receivable

0

Other Assets

148,308

76,195

Total Assets

8,203,952

5,647,837

Current Liabilities:

Accounts payable

682,719

415,588

Intercompany payables, net

0

Accrued expenses:

Accrued payroll-related liabilities

106,544

86,527

Other accrued expenses

238,302

162,225

Other current liabilities

46,814

31,596

Current portion of long-term obligations

74,829

56,034

Total Current Liabilities

1,149,208

751,970

Long-Term Obligations, Excluding Current Portion

3,189,345

1,528,668

Intercompany Notes Payable

0

Deferred Income Taxes

226,682

127,239

Other Noncurrent Liabilities

211,440

125,278

Stockholders’ Equity

3,427,277

3,114,682

Total Liabilities and Stockholders’ Equity

8,203,952

5,647,837

Consolidation, Eliminations

Current Assets:

Cash and equivalents

0

Receivables, net

0

Intercompany receivables, net

(27,979)

(13,547)

Inventories, net

0

Prepaid expenses and other current assets

0

Total Current Assets

(27,979)

(13,547)

Property, Plant and Equipment, net

0

Intangible Assets:

Goodwill

0

Other intangibles, net

0

Investment in Subsidiaries

(5,356,955)

(3,742,121)

Intercompany Notes Receivable

(1,930,358)

(692,481)

Other Assets

(7,572)

(5,856)

Total Assets

(7,322,864)

(4,454,005)

Current Liabilities:

Accounts payable

0

Intercompany payables, net

(27,979)

(13,547)

Accrued expenses:

Accrued payroll-related liabilities

0

Other accrued expenses

0

Other current liabilities

0

Current portion of long-term obligations

0

Total Current Liabilities

(27,979)

(13,547)

Long-Term Obligations, Excluding Current Portion

0

Intercompany Notes Payable

(1,930,358)

(692,481)

Deferred Income Taxes

(7,572)

(5,856)

Other Noncurrent Liabilities

0

Stockholders’ Equity

(5,356,955)

(3,742,121)

Total Liabilities and Stockholders’ Equity

(7,322,864)

(4,454,005)

Parent Company

Current Assets:

Cash and equivalents

29,554

17,616

17,679

14,930

Receivables, net

0

Intercompany receivables, net

3,517

3

Inventories, net

0

Prepaid expenses and other current assets

17,502

15,254

Total Current Assets

50,573

32,873

Property, Plant and Equipment, net

274

339

Intangible Assets:

Goodwill

0

Other intangibles, net

0

Investment in Subsidiaries

5,075,832

3,456,837

Intercompany Notes Receivable

1,110,376

630,717

Other Assets

41,580

35,649

Total Assets

6,278,635

4,156,415

Current Liabilities:

Accounts payable

1,246

681

Intercompany payables, net

0

Accrued expenses:

Accrued payroll-related liabilities

5,345

4,395

Other accrued expenses

12,920

5,399

Other current liabilities

284

Current portion of long-term obligations

22,410

21,041

Total Current Liabilities

42,205

31,800

Long-Term Obligations, Excluding Current Portion

2,015,977

976,353

Intercompany Notes Payable

750,000

0

Deferred Income Taxes

0

Other Noncurrent Liabilities

43,176

33,580

Stockholders’ Equity

3,427,277

3,114,682

Total Liabilities and Stockholders’ Equity

6,278,635

4,156,415

Guarantor Subsidiaries

Current Assets:

Cash and equivalents

30,333

13,432

37,014

32,103

Receivables, net

344,318

214,502

Intercompany receivables, net

0

Inventories, net

1,177,357

1,060,834

Prepaid expenses and other current assets

57,061

44,810

Total Current Assets

1,609,069

1,333,578

Property, Plant and Equipment, net

697,601

494,658

Intangible Assets:

Goodwill

1,866,011

1,640,745

Other intangibles, net

157,305

141,537

Investment in Subsidiaries

281,123

285,284

Intercompany Notes Receivable

819,982

61,764

Other Assets

81,946

28,184

Total Assets

5,513,037

3,985,750

Current Liabilities:

Accounts payable

311,090

229,519

Intercompany payables, net

24,462

13,544

Accrued expenses:

Accrued payroll-related liabilities

48,983

48,698

Other accrued expenses

96,875

80,886

Other current liabilities

17,546

15,953

Current portion of long-term obligations

2,469

1,425

Total Current Liabilities

501,425

390,025

Long-Term Obligations, Excluding Current Portion

9,214

7,487

Intercompany Notes Payable

1,094,324

615,488

Deferred Income Taxes

112,552

113,905

Other Noncurrent Liabilities

127,770

70,109

Stockholders’ Equity

3,667,752

2,788,736

Total Liabilities and Stockholders’ Equity

5,513,037

3,985,750

Non-Guarantor Subsidiaries

Current Assets:

Cash and equivalents

211,964

56,349

82,393

67,572

Receivables, net

615,003

375,658

Intercompany receivables, net

24,462

13,544

Inventories, net

735,211

495,718

Prepaid expenses and other current assets

77,238

46,539

Total Current Assets

1,663,878

987,808

Property, Plant and Equipment, net

325,832

201,570

Intangible Assets:

Goodwill

1,251,139

678,501

Other intangibles, net

461,941

73,580

Investment in Subsidiaries

0

Intercompany Notes Receivable

0

Other Assets

32,354

18,218

Total Assets

3,735,144

1,959,677

Current Liabilities:

Accounts payable

370,383

185,388

Intercompany payables, net

3,517

3

Accrued expenses:

Accrued payroll-related liabilities

52,216

33,434

Other accrued expenses

128,507

75,940

Other current liabilities

28,984

15,359

Current portion of long-term obligations

49,950

33,568

Total Current Liabilities

633,557

343,692

Long-Term Obligations, Excluding Current Portion

1,164,154

544,828

Intercompany Notes Payable

86,034

76,993

Deferred Income Taxes

121,702

19,190

Other Noncurrent Liabilities

40,494

21,589

Stockholders’ Equity

1,689,203

953,385

Total Liabilities and Stockholders’ Equity

$ 3,735,144

$ 1,959,677

Condensed Consolidating Statements of Income (Details) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2016

Jun. 30, 2016

Mar. 31, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Condensed Financial Statements, Captions [Line Items]

Revenue

$ 2,386,830

$ 1,831,732

$ 6,758,999

$ 5,443,714

Cost of goods sold

1,503,418

1,118,953

4,193,203

3,307,512

Gross margin

883,412

712,779

2,565,796

2,136,202

Facility and warehouse expenses

183,048

143,918

519,323

412,954

Distribution expenses

172,566

158,768

509,240

450,521

Selling, general and administrative expenses

263,372

207,887

735,843

616,924

Restructuring and acquisition related expenses

8,412

4,578

32,303

12,729

Depreciation and amortization

53,016

30,883

137,233

90,118

Operating income

202,998

166,745

631,854

552,956

Other expense (income):

Interest expense, net

27,059

14,722

68,032

44,250

Intercompany interest (income) expense, net

0

Loss on debt extinguishment

0

26,650

0

Change in fair value of contingent consideration liabilities

(57)

(89)

(176)

(365)

Gains on foreign exchange contracts - acquisition related

0

(18,342)

Other expense (income), net

(3,279)

(2,928)

(4,829)

(912)

Total other expense, net

23,780

11,794

71,511

43,338

Income before provision for income taxes

179,218

154,951

560,343

509,618

Provision for income taxes

56,797

52,475

182,751

177,255

Equity in earnings of unconsolidated subsidiaries

267

(1,130)

52

(4,200)

Income (Loss) from Subsidiaries, Net of Tax

0

Net Income

122,688

142,785

112,171

101,346

377,644

328,163

Consolidation, Eliminations

Condensed Financial Statements, Captions [Line Items]

Revenue

(71,827)

(27,434)

(138,326)

(93,588)

Cost of goods sold

(71,827)

(27,434)

(138,326)

(93,588)

Gross margin

0

Facility and warehouse expenses

0

Distribution expenses

0

Selling, general and administrative expenses

0

Restructuring and acquisition related expenses

0

Depreciation and amortization

0

Operating income

0

Other expense (income):

Interest expense, net

0

Intercompany interest (income) expense, net

0

Loss on debt extinguishment

0

Gains on foreign exchange contracts - acquisition related

0

Other expense (income), net

0

Total other expense, net

0

Income before provision for income taxes

0

Provision for income taxes

0

Equity in earnings of unconsolidated subsidiaries

0

Income (Loss) from Subsidiaries, Net of Tax

(141,687)

(114,095)

(420,952)

(367,310)

Net Income

(141,687)

(114,095)

(420,952)

(367,310)

Parent Company

Condensed Financial Statements, Captions [Line Items]

Revenue

0

Cost of goods sold

0

Gross margin

0

Facility and warehouse expenses

0

Distribution expenses

0

Selling, general and administrative expenses

8,095

8,484

27,361

24,876

Restructuring and acquisition related expenses

0

Depreciation and amortization

32

38

101

117

Operating income

(8,127)

(8,522)

(27,462)

(24,993)

Other expense (income):

Interest expense, net

18,122

12,049

48,043

36,604

Intercompany interest (income) expense, net

(8,796)

(10,146)

(21,828)

(31,347)

Loss on debt extinguishment

2,894

Gains on foreign exchange contracts - acquisition related

(18,342)

Other expense (income), net

17

8

(61)

35

Total other expense, net

9,343

1,911

10,706

5,292

Income before provision for income taxes

(17,470)

(10,433)

(38,168)

(30,285)

Provision for income taxes

(9,546)

(4,012)

(19,103)

(12,061)

Equity in earnings of unconsolidated subsidiaries

0

(795)

0

Income (Loss) from Subsidiaries, Net of Tax

130,612

107,767

397,504

346,387

Net Income

122,688

101,346

377,644

328,163

Guarantor Subsidiaries

Condensed Financial Statements, Captions [Line Items]

Revenue

1,549,617

1,263,397

4,398,731

3,758,846

Cost of goods sold

982,278

773,957

2,728,874

2,284,786

Gross margin

567,339

489,440

1,669,857

1,474,060

Facility and warehouse expenses

123,923

106,090

357,782

304,140

Distribution expenses

120,049

105,519

342,524

304,264

Selling, general and administrative expenses

138,131

124,678

397,287

366,298

Restructuring and acquisition related expenses

7,266

3,754

18,384

10,999

Depreciation and amortization

24,885

21,133

68,890

60,897

Operating income

153,085

128,266

484,990

427,462

Other expense (income):

Interest expense, net

610

460

444

331

Intercompany interest (income) expense, net

5,030

7,183

13,996

21,498

Loss on debt extinguishment

0

Gains on foreign exchange contracts - acquisition related

0

Other expense (income), net

(4,132)

(2,441)

(7,216)

(5,282)

Total other expense, net

1,508

5,202

7,224

16,547

Income before provision for income taxes

151,577

123,064

477,766

410,915

Provision for income taxes

57,012

48,089

177,585

163,361

Equity in earnings of unconsolidated subsidiaries

251

17

603

47

Income (Loss) from Subsidiaries, Net of Tax

11,075

6,328

23,448

20,923

Net Income

105,891

81,320

324,232

268,524

Non-Guarantor Subsidiaries

Condensed Financial Statements, Captions [Line Items]

Revenue

909,040

595,769

2,498,594

1,778,456

Cost of goods sold

592,967

372,430

1,602,655

1,116,314

Gross margin

316,073

223,339

895,939

662,142

Facility and warehouse expenses

59,125

37,828

161,541

108,814

Distribution expenses

52,517

53,249

166,716

146,257

Selling, general and administrative expenses

117,146

74,725

311,195

225,750

Restructuring and acquisition related expenses

1,146

824

13,919

1,730

Depreciation and amortization

28,099

9,712

68,242

29,104

Operating income

58,040

47,001

174,326

150,487

Other expense (income):

Interest expense, net

8,327

2,213

19,545

7,315

Intercompany interest (income) expense, net

3,766

2,963

7,832

9,849

Loss on debt extinguishment

23,756

Gains on foreign exchange contracts - acquisition related

0

Other expense (income), net

836

(495)

2,448

4,335

Total other expense, net

12,929

4,681

53,581

21,499

Income before provision for income taxes

45,111

42,320

120,745

128,988

Provision for income taxes

9,331

8,398

24,269

25,955

Equity in earnings of unconsolidated subsidiaries

16

(1,147)

244

(4,247)

Income (Loss) from Subsidiaries, Net of Tax

0

Net Income

$ 35,796

$ 32,775

$ 96,720

$ 98,786

Condensed Consolidating Statements of Comprehensive Income (Details) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2016

Jun. 30, 2016

Mar. 31, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Condensed Financial Statements, Captions [Line Items]

Net Income

$ 122,688

$ 142,785

$ 112,171

$ 101,346

$ 377,644

$ 328,163

Other comprehensive income (loss), net of tax:

Foreign currency translation

(12,317)

(33,458)

(85,434)

(43,758)

Net change in unrecognized gains/losses on derivative instruments, net of tax

3,059

612

(123)

1,813

Net change in unrealized gains/losses on pension plan, net of tax

94

(25)

361

82

Total other comprehensive (loss) income

(9,164)

(32,871)

(85,196)

(41,863)

Total comprehensive income

113,524

68,475

292,448

286,300

Consolidation, Eliminations

Condensed Financial Statements, Captions [Line Items]

Net Income

(141,687)

(114,095)

(420,952)

(367,310)

Other comprehensive income (loss), net of tax:

Foreign currency translation

20,822

43,532

115,662

53,353

Net change in unrecognized gains/losses on derivative instruments, net of tax

(488)

(14)

(683)

(143)

Net change in unrealized gains/losses on pension plan, net of tax

(94)

25

(361)

(82)

Total other comprehensive (loss) income

20,240

43,543

114,618

53,128

Total comprehensive income

(121,447)

(70,552)

(306,334)

(314,182)

Parent Company

Condensed Financial Statements, Captions [Line Items]

Net Income

122,688

101,346

377,644

328,163

Other comprehensive income (loss), net of tax:

Foreign currency translation

(12,317)

(33,458)

(85,434)

(43,758)

Net change in unrecognized gains/losses on derivative instruments, net of tax

3,059

612

(123)

1,813

Net change in unrealized gains/losses on pension plan, net of tax

94

(25)

361

82

Total other comprehensive (loss) income

(9,164)

(32,871)

(85,196)

(41,863)

Total comprehensive income

113,524

68,475

292,448

286,300

Guarantor Subsidiaries

Condensed Financial Statements, Captions [Line Items]

Net Income

105,891

81,320

324,232

268,524

Other comprehensive income (loss), net of tax:

Foreign currency translation

(9,372)

(11,459)

(27,343)

(12,697)

Net change in unrecognized gains/losses on derivative instruments, net of tax

170

0

170

0

Net change in unrealized gains/losses on pension plan, net of tax

0

Total other comprehensive (loss) income

(9,202)

(11,459)

(27,173)

(12,697)

Total comprehensive income

96,689

69,861

297,059

255,827

Non-Guarantor Subsidiaries

Condensed Financial Statements, Captions [Line Items]

Net Income

35,796

32,775

96,720

98,786

Other comprehensive income (loss), net of tax:

Foreign currency translation

(11,450)

(32,073)

(88,319)

(40,656)

Net change in unrecognized gains/losses on derivative instruments, net of tax

318

14

513

143

Net change in unrealized gains/losses on pension plan, net of tax

94

(25)

361

82

Total other comprehensive (loss) income

(11,038)

(32,084)

(87,445)

(40,431)

Total comprehensive income

$ 24,758

$ 691

$ 9,275

$ 58,355

Condensed Consolidating Statements of Cash Flows (Details) (USD $)

In Thousands, unless otherwise specified

9 Months Ended

Sep. 30, 2016

Sep. 30, 2015

CASH FLOWS FROM OPERATING ACTIVITIES:

Net cash provided by operating activities

$ 524,151

$ 504,995

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property, plant and equipment

(152,746)

(99,573)

Investment and intercompany note activity with subsidiaries

0

Acquisitions, net of cash acquired

(1,301,127)

(157,357)

Proceeds from foreign exchange contracts

18,342

0

Other investing activities, net

10,841

3,174

Net cash used in investing activities

(1,424,690)

(253,756)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from exercise of stock options

7,525

7,534

Taxes paid related to net share settlements of stock-based compensation awards

(4,440)

(7,423)

Debt issuance costs

(16,404)

0

Proceeds from issuance of euro notes

563,450

0

Borrowings under revolving credit facilities

1,961,702

282,421

Repayments under revolving credit facilities

(1,239,234)

(433,840)

Borrowings under term loans

338,478

0

Repayments under term loans

(9,461)

(16,875)

Borrowings under receivables securitization facility

100,480

3,858

Repayments under receivables securitization facility

(66,500)

(8,958)

Repayments of other long-term debt, net

2,362

50,843

Payments of other obligations

1,405

2,491

Repayment of Rhiag Debt and Related payments

(543,347)

0

Investment and intercompany note activity with parent

0

Dividends

0

Net cash provided by (used in) financing activities

1,088,482

(226,617)

Effect of exchange rate changes on cash and equivalents

(3,489)

(2,141)

Net (decrease) increase in cash and equivalents

184,454

22,481

Cash and equivalents, beginning of period

87,397

114,605

Cash and equivalents, end of period

271,851

137,086

Consolidation, Eliminations

CASH FLOWS FROM OPERATING ACTIVITIES:

Net cash provided by operating activities

(240,131)

(219,091)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property, plant and equipment

0

Investment and intercompany note activity with subsidiaries

1,285,939

66,644

Acquisitions, net of cash acquired

0

Proceeds from foreign exchange contracts

0

Other investing activities, net

0

Net cash used in investing activities

1,285,939

66,644

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from exercise of stock options

0

Taxes paid related to net share settlements of stock-based compensation awards

0

Debt issuance costs

0

Proceeds from issuance of euro notes

0

Borrowings under revolving credit facilities

0

Repayments under revolving credit facilities

0

Borrowings under term loans

0

Repayments under term loans

0

Borrowings under receivables securitization facility

0

Repayments under receivables securitization facility

0

Repayments of other long-term debt, net

0

Payments of other obligations

0

Repayment of Rhiag Debt and Related payments

0

Investment and intercompany note activity with parent

1,285,939

66,644

Dividends

240,131

219,091

Net cash provided by (used in) financing activities

(1,045,808)

152,447

Effect of exchange rate changes on cash and equivalents

0

Net (decrease) increase in cash and equivalents

0

Cash and equivalents, beginning of period

0

Cash and equivalents, end of period

0

Parent Company

CASH FLOWS FROM OPERATING ACTIVITIES:

Net cash provided by operating activities

240,495

257,660

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property, plant and equipment

(36)

(3)

Investment and intercompany note activity with subsidiaries

(1,285,939)

(66,644)

Acquisitions, net of cash acquired

0

Proceeds from foreign exchange contracts

18,342

Other investing activities, net

0

Net cash used in investing activities

(1,267,633)

(66,647)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from exercise of stock options

7,525

7,534

Taxes paid related to net share settlements of stock-based compensation awards

(4,440)

(7,423)

Debt issuance costs

(7,079)

Proceeds from issuance of euro notes

0

Borrowings under revolving credit facilities

1,304,000

207,000

Repayments under revolving credit facilities

(344,000)

(347,000)

Borrowings under term loans

89,317

Repayments under term loans

(6,247)

(16,875)

Borrowings under receivables securitization facility

0

Repayments under receivables securitization facility

0

Repayments of other long-term debt, net

0

31,500

Payments of other obligations

0

Repayment of Rhiag Debt and Related payments

0

Investment and intercompany note activity with parent

0

Dividends

0

Net cash provided by (used in) financing activities

1,039,076

(188,264)

Effect of exchange rate changes on cash and equivalents

0

Net (decrease) increase in cash and equivalents

11,938

2,749

Cash and equivalents, beginning of period

17,616

14,930

Cash and equivalents, end of period

29,554

17,679

Guarantor Subsidiaries

CASH FLOWS FROM OPERATING ACTIVITIES:

Net cash provided by operating activities

404,164

329,740

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property, plant and equipment

(89,917)

(49,023)

Investment and intercompany note activity with subsidiaries

0

Acquisitions, net of cash acquired

(666,052)

(120,766)

Proceeds from foreign exchange contracts

0

Other investing activities, net

(452)

8,832

Net cash used in investing activities

(756,421)

(160,957)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from exercise of stock options

0

Taxes paid related to net share settlements of stock-based compensation awards

0

Debt issuance costs

0

Proceeds from issuance of euro notes

0

Borrowings under revolving credit facilities

0

Repayments under revolving credit facilities

0

Borrowings under term loans

0

Repayments under term loans

0

Borrowings under receivables securitization facility

0

Repayments under receivables securitization facility

0

Repayments of other long-term debt, net

2,270

5,962

Payments of other obligations

1,405

1,596

Repayment of Rhiag Debt and Related payments

0

Investment and intercompany note activity with parent

(612,961)

(62,540)

Dividends

(240,131)

(219,091)

Net cash provided by (used in) financing activities

369,155

(164,109)

Effect of exchange rate changes on cash and equivalents

3

237

Net (decrease) increase in cash and equivalents

16,901

4,911

Cash and equivalents, beginning of period

13,432

32,103

Cash and equivalents, end of period

30,333

37,014

Non-Guarantor Subsidiaries

CASH FLOWS FROM OPERATING ACTIVITIES:

Net cash provided by operating activities

119,623

136,686

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property, plant and equipment

(62,793)

(50,547)

Investment and intercompany note activity with subsidiaries

0

Acquisitions, net of cash acquired

(635,075)

(36,591)

Proceeds from foreign exchange contracts

0

Other investing activities, net

11,293

(5,658)

Net cash used in investing activities

(686,575)

(92,796)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from exercise of stock options

0

Taxes paid related to net share settlements of stock-based compensation awards

0

Debt issuance costs

(9,325)

Proceeds from issuance of euro notes

563,450

Borrowings under revolving credit facilities

657,702

75,421

Repayments under revolving credit facilities

(895,234)

(86,840)

Borrowings under term loans

249,161

Repayments under term loans

(3,214)

0

Borrowings under receivables securitization facility

100,480

3,858

Repayments under receivables securitization facility

(66,500)

(8,958)

Repayments of other long-term debt, net

92

13,381

Payments of other obligations

0

895

Repayment of Rhiag Debt and Related payments

(543,347)

Investment and intercompany note activity with parent

(672,978)

(4,104)

Dividends

0

Net cash provided by (used in) financing activities

726,059

(26,691)

Effect of exchange rate changes on cash and equivalents

(3,492)

(2,378)

Net (decrease) increase in cash and equivalents

155,615

14,821

Cash and equivalents, beginning of period

56,349

67,572

Cash and equivalents, end of period

$ 211,964

$ 82,393