LKQ CORP, 10-K filed on 2/27/2017
Annual Report
Document and Entity Information (USD $)
In Billions, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Feb. 17, 2017
Jun. 30, 2016
Document and Entity Information [Abstract]
 
 
 
Document Type
10-K 
 
 
Amendment Flag
false 
 
 
Document Period End Date
Dec. 31, 2016 
 
 
Document Fiscal Year Focus
2016 
 
 
Document Fiscal Period Focus
FY 
 
 
Trading Symbol
LKQ 
 
 
Entity Registrant Name
LKQ CORP 
 
 
Entity Central Index Key
0001065696 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Well-known Seasoned Issuer
Yes 
 
 
Entity Voluntary Filers
No 
 
 
Entity Current Reporting Status
Yes 
 
 
Entity Filer Category
Large Accelerated Filer 
 
 
Entity Common Stock, Shares Outstanding
 
308,000,350 
 
Entity Public Float
 
 
$ 9.6 
Consolidated Statements of Income (USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Income Statement [Abstract]
 
 
 
Revenue
$ 8,584,031 
$ 7,192,633 
$ 6,740,064 
Cost of goods sold
5,232,328 
4,359,104 
4,088,151 
Gross margin
3,351,703 
2,833,529 
2,651,913 
Facility and warehouse expenses
688,918 
556,041 
526,291 
Distribution expenses
683,812 
602,897 
577,341 
Selling, general and administrative expenses
986,380 
828,333 
762,888 
Restructuring and acquisition related expenses
(37,762)
(19,511)
(14,806)
Depreciation and amortization
191,433 
122,120 
120,719 
Operating income
763,398 
704,627 
649,868 
Other expense (income):
 
 
 
Interest expense
(88,263)
(57,860)
(64,542)
Loss on debt extinguishment
26,650 
324 
Gain on foreign exchange contracts - acquisition related
(18,342)
Gain on bargain purchase
(8,207)
Interest and other income, net
(2,247)
(2,263)
(2,886)
Total other expense, net
86,117 
55,597 
61,980 
Provision for income taxes
220,566 
219,703 
204,264 
Equity in earnings of unconsolidated subsidiaries
(592)
(6,104)
(2,105)
Income from continuing operations
456,123 
423,223 
381,519 
Income from continuing operations before provision for income taxes
677,281 
649,030 
587,888 
Income from discontinued operations, net of tax
7,852 
Net income
$ 463,975 
$ 423,223 
$ 381,519 
Basic earnings per share:
 
 
 
Income from continuing operations
$ 1.49 
$ 1.39 
$ 1.26 
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share
$ 0.03 
$ 0.00 
$ 0.00 
Earnings Per Share, Basic
$ 1.51 1
$ 1.39 1
$ 1.26 1
Income from discontinued operations
$ 1.47 
$ 1.38 
$ 1.25 
Diluted earnings per share:
 
 
 
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share
$ 0.03 
$ 0.00 
$ 0.00 
Diluted Earnings Per Share
$ 1.50 1
$ 1.38 1
$ 1.25 1
Consolidated Statements of Comprehensive Income (USD $)
In Thousands, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Statement of Comprehensive Income [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Net income
$ 86,331 
$ 122,688 
$ 142,785 
$ 112,171 
$ 95,060 
$ 101,346 
$ 119,722 
$ 107,095 
$ 463,975 
$ 423,223 
$ 381,519 
Income from continuing operations
96,298 
109,844 
137,810 
112,171 
 
 
 
 
456,123 
423,223 
381,519 
Other comprehensive (loss) income:
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation
 
 
 
 
 
 
 
 
(175,639)
(69,817)
(51,979)
Net change in unrecognized gains/losses on derivative instruments, net of tax
 
 
 
 
 
 
 
 
9,023 
2,469 
2,195 
Net change in unrealized gains/losses on pension plans, net of tax
 
 
 
 
 
 
 
 
4,911 
2,103 
(10,452)
Total other comprehensive loss
 
 
 
 
 
 
 
 
(161,705)
(65,245)
(60,236)
Total comprehensive income
 
 
 
 
 
 
 
 
$ 302,270 
$ 357,978 
$ 321,283 
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Current Assets:
 
 
Cash and equivalents
$ 227,400 
$ 87,397 
Receivables, net
860,549 
590,160 
Inventories
1,935,237 
1,556,552 
Prepaid expenses and other current assets
87,768 
106,603 
Assets of discontinued operations
456,640 
 
Total Current Assets
3,567,594 
2,340,712 
Property and Equipment, net
811,576 
696,567 
Intangible Assets:
 
 
Goodwill
3,054,769 
2,319,246 
Other intangibles, net
584,231 
215,117 
Equity Method Investments
183,467 
2,755 
Other Assets
101,562 
73,440 
Total Assets
8,303,199 
5,647,837 
Current Liabilities:
 
 
Accounts payable
633,773 
415,588 
Accrued expenses:
 
 
Accrued payroll-related liabilities
118,755 
86,527 
Self-insurance reserves
39,548 
37,800 
Other accrued expenses
169,553 
124,466 
Other current liabilities
37,943 
31,596 
Current portion of long-term obligations
66,109 
56,034 
Liabilities of discontinued operations
145,104 
 
Total Current Liabilities
1,210,785 
751,970 
Long-Term Obligations, Excluding Current Portion
3,275,662 
1,528,668 
Deferred Income Taxes
199,657 
127,239 
Other Noncurrent Liabilities
174,146 
125,278 
Commitments and Contingencies
   
   
Stockholders’ Equity:
 
 
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 307,544,759 and 305,574,384 shares issued and outstanding at December 31, 2016 and 2015, respectively
3,075 
3,055 
Additional paid-in capital
1,116,690 
1,090,713 
Retained earnings
2,590,359 
2,126,384 
Accumulated other comprehensive loss
(267,175)
(105,470)
Total Stockholders' Equity
3,442,949 
3,114,682 
Total Liabilities and Stockholders’ Equity
$ 8,303,199 
$ 5,647,837 
Consolidated Balance Sheets (Parenthetical) (USD $)
Dec. 31, 2016
Dec. 31, 2015
Statement of Financial Position [Abstract]
 
 
Common stock, par value
$ 0.01 
$ 0.01 
Common stock, shares authorized
1,000,000,000 
1,000,000,000 
Common stock, shares issued
307,544,759 
305,574,384 
Common stock, shares outstanding
307,544,759 
305,574,384 
Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net income
$ 463,975 
$ 423,223 
$ 381,519 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
198,334 
128,192 
125,437 
Stock-based compensation expense
22,345 
21,336 
22,021 
Loss on debt extinguishment
26,650 
324 
Impairment on net assets of discontinued operations
26,677 
 
 
Gain on foreign exchange contracts - acquisition related
(18,342)
Gain on bargain purchase
(8,207)
Deferred income taxes
(11,646)
22,388 
6,242 
Changes in operating assets and liabilities, net of effects from acquisitions:
 
 
 
Net cash provided by operating activities
635,014 
544,282 
388,711 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchases of property and equipment
(207,074)
(170,490)
(140,950)
Acquisitions, net of cash acquired
(1,349,339)
(160,517)
(775,921)
Proceeds from foreign exchange contracts
18,342 
 
 
Other investing activities, net
171,857 
(1,014)
4,123 
Net cash used in investing activities
(1,709,928)
(329,993)
(920,994)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Proceeds from exercise of stock options
7,963 
8,168 
9,324 
Taxes paid related to net share settlements of stock-based compensation awards
(4,438)
(7,581)
(443)
Debt issuance costs
(16,554)
(97)
(3,750)
Proceeds from issuance of Euro notes
563,450 
 
 
Borrowings under revolving credit facilities
2,636,596 
313,142 
1,587,644 
Repayments under revolving credit facilities
(1,748,664)
(445,282)
(1,098,518)
Borrowings under term loans
582,115 
 
11,250 
Repayments under term loans
(255,792)
(22,500)
(16,875)
Borrowings under receivables securitization facility
106,400 
3,858 
95,050 
Repayments under receivables securitization facility
(69,400)
(35,758)
(150)
Repayments of other debt, net
(31,156)
(29,696)
(40,051)
Repayment of Rhiag Debt and Related payments
(543,347)
 
 
Payments of other obligations
(1,436)
(22,791)
(41,992)
Proceeds from (Payments for) Other Financing Activities
 
 
(300)
Net cash provided by (used in) financing activities
1,225,737 
(238,537)
501,189 
Effect of exchange rate changes on cash and equivalents
(3,704)
(2,960)
(4,789)
Net increase (decrease) in cash and equivalents
147,119 
(27,208)
(35,883)
Cash and equivalents, beginning of period
87,397 
114,605 
150,488 
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents
(7,116)
Cash and equivalents of continuing and discontinued operations, end of period
227,400 
87,397 
114,605 
Continuing and Discontinued Operations [Member]
 
 
 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
206,086 
128,192 
125,437 
Stock-based compensation expense
22,472 
21,336 
22,021 
Loss on debt extinguishment
26,650 
324 
Impairment on net assets of discontinued operations
(26,677)
 
 
Gain on foreign exchange contracts - acquisition related
(18,342)
 
 
Gain on bargain purchase
(8,207)
 
 
Deferred income taxes
(16,162)
22,388 
6,242 
Other
19,550 
7,348 
6,269 
Changes in operating assets and liabilities, net of effects from acquisitions:
 
 
 
Receivables, net
(50,801)
14,704 
(61,739)
Inventories
(64,114)
(83,188)
(122,590)
Prepaid income taxes/income taxes payable
14,944 
17,474 
18,428 
Accounts payable
18,577 
(4,222)
(5,474)
Other operating assets and liabilities
(6,291)
(2,973)
18,274 
Net cash provided by operating activities
635,014 
544,282 
388,711 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchases of property and equipment
(207,074)
(170,490)
(140,950)
Acquisitions, net of cash acquired
(1,349,339)
(160,517)
(775,921)
Investments in unconsolidated subsidiaries
185,671 
9,682 
2,240 
Proceeds from foreign exchange contracts
18,342 
 
 
Other investing activities, net
(13,814)
(10,696)
1,883 
Net cash used in investing activities
(1,709,928)
(329,993)
(920,994)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Proceeds from exercise of stock options
7,963 
8,168 
9,324 
Taxes paid related to net share settlements of stock-based compensation awards
(4,438)
(7,581)
(443)
Debt issuance costs
(16,554)
(97)
(3,750)
Proceeds from issuance of Euro notes
563,450 
Borrowings under revolving credit facilities
2,636,596 
313,142 
1,587,644 
Repayments under revolving credit facilities
(1,748,664)
(445,282)
(1,098,518)
Borrowings under term loans
582,115 
11,250 
Repayments under term loans
(255,792)
(22,500)
(16,875)
Borrowings under receivables securitization facility
106,400 
3,858 
95,050 
Repayments under receivables securitization facility
(69,400)
(35,758)
(150)
Repayments of other debt, net
(31,156)
(29,696)
(40,051)
Repayment of Rhiag Debt and Related payments
(543,347)
 
 
Payments of other obligations
(1,436)
(22,791)
(41,992)
Proceeds from (Payments for) Other Financing Activities
(300)
Net cash provided by (used in) financing activities
1,225,737 
(238,537)
501,189 
Effect of exchange rate changes on cash and equivalents
(3,704)
(2,960)
(4,789)
Net increase (decrease) in cash and equivalents
147,119 
(27,208)
(35,883)
Cash and equivalents, beginning of period
87,397 
114,605 
150,488 
Cash and equivalents of continuing and discontinued operations, end of period
234,516 
87,397 
114,605 
Supplemental disclosure of cash paid for:
 
 
 
Income taxes, net of refunds
230,036 
180,126 
176,955 
Interest
86,021 
54,917 
59,678 
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
568,032 
28,348 
96,258 
Contingent consideration liabilities
5,854 
Non-cash property and equipment additions
$ 10,715 
$ 8,846 
$ 2,293 
Consolidated Statements of Stockholders' Equity (USD $)
In Thousands, except Share data
Total
Common Stock
Additional Paid-In Capital
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Beginning Balance at Dec. 31, 2013
$ 2,350,745 
$ 3,008 
$ 1,006,084 
$ 1,321,642 
$ 20,011 
Beginning Balance, shares at Dec. 31, 2013
 
300,805,000 
 
 
 
Net income
381,519 
381,519 
Total other comprehensive loss
(60,236)
(60,236)
Restricted stock units vested, shares
 
975,000 
 
 
 
Restricted stock units vested, value
10 
(10)
Stock-based compensation expense
22,021 
22,021 
Stock options exercised, shares
 
1,688,000 
 
 
 
Exercise of stock options, value
9,324 
17 
9,307 
Tax withholdings related to net share settlements of stock-based compensation awards, shares
 
(15,000)
 
 
 
Tax withholdings related to net share settlements of stock-based compensation awards, value
(443)
(443)
 
 
Excess tax benefit from stock-based payments
17,727 
17,727 
Ending Balance at Dec. 31, 2014
2,720,657 
3,035 
1,054,686 
1,703,161 
(40,225)
Ending Balance, shares at Dec. 31, 2014
 
303,453,000 
 
 
 
Net income
423,223 
423,223 
Total other comprehensive loss
(65,245)
(65,245)
Restricted stock units vested, shares
 
840,000 
 
 
 
Restricted stock units vested, net of shares withheld for employee tax
(4,341)
(4,349)
Stock-based compensation expense
21,336 
21,336 
Stock options exercised, shares
 
1,425,000 
 
 
 
Exercise of stock options, value
8,863 
14 
8,849 
Tax withholdings related to net share settlements of stock-based compensation awards, shares
 
(144,000)
 
 
 
Tax withholdings related to net share settlements of stock-based compensation awards, value
(3,936)
(2)
(3,934)
 
 
Excess tax benefit from stock-based payments
14,125 
14,125 
Ending Balance at Dec. 31, 2015
3,114,682 
3,055 
1,090,713 
2,126,384 
(105,470)
Ending Balance, shares at Dec. 31, 2015
 
305,574,000 
 
 
 
Net income
463,975 
463,975 
Total other comprehensive loss
(161,705)
(161,705)
Restricted stock units vested, shares
 
847,000 
 
 
 
Restricted stock units vested, net of shares withheld for employee tax
(4,438)
(4,447)
Stock-based compensation expense
22,472 
22,472 
Stock options exercised, shares
1,124,317 
1,124,000 
 
 
 
Exercise of stock options, value
7,963 
11 
7,952 
Ending Balance at Dec. 31, 2016
$ 3,442,949 
$ 3,075 
$ 1,116,690 
$ 2,590,359 
$ (267,175)
Ending Balance, shares at Dec. 31, 2016
 
307,545,000 
 
 
 
Business (Notes)
Business
Business
The 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 are the nation’s largest provider of alternative vehicle collision replacement products and a leading provider of alternative vehicle mechanical replacement products, with our sales, processing, and distribution facilities reaching most major markets in the United States and Canada. We are also a leading provider of alternative vehicle replacement and maintenance products in the United Kingdom, the Benelux region of continental Europe, Italy and Eastern Europe. In addition to our wholesale operations, we operate self service retail facilities across the U.S. that sell recycled automotive products from end of life vehicles. In total, we operate more than 1,300 facilities.
Business Combinations (Notes)
Business Combinations
Business Combinations
On March 18, 2016, LKQ acquired 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. 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 paid (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.
Related to the funding of 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 year ended December 31, 2016. The gain on the foreign currency forwards was recorded in Gains on foreign exchange contracts - acquisition related on our consolidated statement of income for the year ended December 31, 2016.     
We recorded $585.4 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 December 31, 2016, Rhiag, which is reported in our Europe reportable segment, generated revenue of $854.2 million and operating income of $25.5 million, which included $10.9 million of acquisition related costs.
On April 21, 2016, LKQ acquired PGW. At acquisition, PGW’s business comprised 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 $205.1 million of goodwill related to our acquisition of PGW, of which we expect $104.0 million to be deductible for income tax purposes. In the period between the acquisition date and December 31, 2016, PGW generated revenue of $706.8 million and operating income of $10.7 million, which included $2.1 million of acquisition related costs. Of these amounts, $498.2 million of revenue, net of intercompany sales to PGW's aftermarket business, and $25.1 million of operating income relate to the portion of the automotive glass manufacturing business classified as discontinued operations as of December 31, 2016. Refer to Note 3, "Discontinued Operations" for further information. The $14.3 million operating loss generated in 2016 by the aftermarket portion of our PGW operations primarily relates to incremental costs related to shared corporate expenses that are not expected to reoccur after the sale of the glass manufacturing business closes, a non-recurring inventory step-up adjustment recorded upon acquisition, and higher cost products sourced from the glass manufacturing side of the business, which reduced our gross margin.
On October 4, 2016, we acquired substantially all of the business assets of Andrew Page out of receivership. Andrew Page 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. Total acquisition date fair value of the consideration for our Andrew Page acquisition was £16.4 million ($20.9 million). In connection with the acquisition, we recorded a gain on bargain purchase of $8.2 million, which is recorded on a separate line in our consolidated statement of income for the year ended December 31, 2016. We believe that we were able to acquire the net assets of Andrew Page for less than fair value as a result of (i) Andrew Page's financial difficulties which put the company into receivership prior to our acquisition and (ii) a motivated seller that desired to complete the sale in an expedient manner to ensure continuity of the business. We continue to evaluate the purchase price allocation, including the opening value of inventory, fixed assets, intangible assets, accrued liabilities, and deferred taxes, which may require us to adjust the recorded gain. In the period between the acquisition date and December 31, 2016, Andrew Page generated revenue of $38.9 million and an operating loss of $6.5 million.
In addition to our acquisitions of Rhiag, PGW and Andrew Page, we acquired 7 wholesale businesses in Europe and 5 wholesale businesses in North America during the year ended December 31, 2016. We typically fund our acquisitions using borrowings under our credit facilities or other financing arrangements. Total acquisition date fair value of the consideration for these acquisitions was $76.1 million, composed of $67.8 million of cash paid (net of cash acquired), $4.1 million of notes payable and $4.2 million of other purchase price obligations. During the year ended December 31, 2016, we recorded $52.3 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 December 31, 2016, these acquisitions generated revenue of $35.4 million and operating income of $1.5 million.
During the year ended December 31, 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 Parts Channel, an aftermarket collision parts distributor. We also acquired Coast, a specialty aftermarket business that distributes replacement parts, supplies and accessories in North America for the RV 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, and were acquired with the objective of expanding our distribution network in the Netherlands. Our other acquisitions completed during the year ended December 31, 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. In the period between the acquisition dates and December 31, 2015, these acquisitions generated revenue of $159.6 million and net income of $4.5 million.
On January 3, 2014, we completed our acquisition of Keystone Specialty, which is a leading distributor and marketer of specialty vehicle aftermarket equipment and accessories in North America. This acquisition enabled us to expand into new product lines and enter new markets. Total acquisition date fair value of the consideration for our Keystone Specialty acquisition was $471.9 million, composed of $427.1 million of cash (net of cash acquired), $31.5 million of notes payable and $13.4 million of other purchase price obligations (non-interest bearing). We recorded $237.7 million of goodwill related to our acquisition of Keystone Specialty, which we do not expect to be deductible for income tax purposes.
In addition to our acquisition of Keystone Specialty, we made 22 acquisitions during 2014, including 9 wholesale businesses in North America, 9 wholesale businesses in Europe, 2 self service retail operations, and 2 specialty vehicle aftermarket businesses. Our European acquisitions included 7 aftermarket parts distribution businesses in the Netherlands, 5 of which were customers of and distributors for our Netherlands subsidiary, Sator. Our European acquisitions were completed with the objective of aligning our Netherlands and U.K. distribution models; our other acquisitions completed during the year ended December 31, 2014 enabled us to expand in existing markets, introduce new product lines, and enter new markets. Total acquisition date fair value of the consideration for these additional acquisitions was $359.1 million, composed of $334.3 million of cash (net of cash acquired), $13.5 million of notes payable, $0.3 million of other purchase price obligations (non-interest bearing), $5.9 million for the estimated value of contingent payments to former owners (with maximum potential payments totaling $8.3 million), and $5.1 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, 2014, we recorded $178.0 million of goodwill related to these acquisitions and immaterial adjustments to preliminary purchase price allocations related to certain of our 2013 acquisitions. We expect $44.2 million of the $178.0 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 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 certain of our 2016 acquisitions 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 December 31, 2016, we recorded adjustments based on our valuation procedures for our acquisition of Rhiag that resulted in the allocation of $154.3 million of goodwill to acquired assets, primarily intangible assets and property, plant and equipment. Additionally, from the date of our preliminary allocation for PGW in the second quarter of 2016 through December 31, 2016, we recorded adjustments based on our valuation procedures that resulted in a $21.1 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 increase in the value allocated to deferred taxes. The income statement impact of these measurement period adjustments for PGW that would have been recorded in previous periods if the adjustment had been recognized as of the acquisition date was $4.8 million, of which $4.0 million was related to discontinued operations. The income statement effect of the Rhiag 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 purchase price allocations for the acquisitions completed during 2016 and 2015 are as follows (in thousands):
 
 
Year Ended
 
Year Ended
 
December 31, 2016
 
December 31, 2015
 
Rhiag
 
PGW (1)
 
Other
Acquisitions
 
Total
 
All Acquisitions
Receivables
$
230,670

 
$
136,523

 
$
13,216

 
$
380,409

 
$
29,628

Receivable reserves
(28,242
)
 
(7,135
)
 
(794
)
 
(36,171
)
 
(3,926
)
Inventories (2)
239,529

 
169,159

 
62,223

 
470,911

 
79,646

Prepaid expenses and other current assets
10,793

 
42,573

 
4,445

 
57,811

 
3,337

Property and equipment
56,774

 
225,645

 
17,140

 
299,559

 
11,989

Goodwill
585,415

 
205,058

 
52,336

 
842,809

 
92,175

Other intangibles
429,360

 
37,954

 
2,537

 
469,851

 
9,926

Other assets (3)
2,092

 
57,671

 
(133
)
 
59,630

 
5,166

Deferred income taxes
(110,791
)
 
17,506

 
(1,000
)
 
(94,285
)
 
4,102

Current liabilities assumed
(239,665
)
 
(168,332
)
 
(42,290
)
 
(450,287
)
 
(39,191
)
Debt assumed
(550,843
)
 
(4,027
)
 
(2,378
)
 
(557,248
)
 
(2,365
)
Other noncurrent liabilities assumed
(23,085
)
 
(50,847
)
 
(103
)
 
(74,035
)
 
(2,651
)
Other purchase price obligations

 

 
(6,698
)
 
(6,698
)
 
(21,199
)
Notes issued

 

 
(4,087
)
 
(4,087
)
 
(4,296
)
Settlement of pre-existing balances
(591
)
 

 
(32
)
 
(623
)
 
(1,073
)
Gain on bargain purchase

 

 
(8,207
)
 
(8,207
)
 

Cash used in acquisitions, net of cash acquired
$
601,416

 
$
661,748

 
$
86,175

 
$
1,349,339


$
161,268



(1) Includes both continuing and discontinued operations of PGW.
(2) The PGW inventory balance includes the impact of a $9.8 million step-up adjustment to report the inventory at its fair value.
(3) The balance for PGW includes $23.6 million of investments in unconsolidated subsidiaries which relate to the discontinued portion of our PGW operations.
The fair value of our intangible assets is based on a number of inputs including projections of future cash flows, assumed royalty rates and customer attrition rates, all of which are Level 3 inputs. The fair value of our property and equipment is determined using inputs such as market comparables and current replacement or reproduction costs of the asset, adjusted for physical, functional and economic factors; these adjustments to arrive at fair value are not observable in the market and therefore, these inputs are considered to be Level 3 inputs.
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. A portion of PGW's liability for pension and post-retirement obligations relates to the glass manufacturing operations business, which is classified as discontinued operations, and is recorded within Liabilities of discontinued operations on our consolidated balance sheets; these amounts will be included in the net assets disposed as part of the pending sale of the business, which we expect to occur in the first quarter of 2017. 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 year ended December 31, 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. The aftermarket glass distribution business of PGW, which is included within continuing operations, 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.
Our 2014 acquisition of Keystone Specialty allowed us to enter into new product lines and increase the size of our addressable market. In addition, the acquisition created logistics and administrative cost synergies as well as cross-selling opportunities, which contributed to the goodwill recorded on the Keystone Specialty 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 year ended December 31, 2016 as though the businesses had been acquired as of January 1, 2015, the businesses acquired during the year ended December 31, 2015 as though they had been acquired as of January 1, 2014 and the businesses acquired during the year ended December 31, 2014 as though they had been acquired as of January 1, 2013. The pro forma adjustments are based upon unaudited financial information of the acquired entities (in thousands, except per share data):
 
Year Ended December 31,
 
2016
 
2015
 
2014
Revenue, as reported
$
8,584,031

 
$
7,192,633

 
$
6,740,064

Revenue of purchased businesses for the period prior to acquisition:
 
 
 
 
 
Rhiag
213,376

 
994,903

 

PGW (1)
102,540

 
339,012

 

Keystone Specialty

 

 
3,443

Other acquisitions
265,717

 
615,140

 
676,965

Pro forma revenue
$
9,165,664

 
$
9,141,688

 
$
7,420,472

 
 
 
 
 
 
Income from continuing operations, as reported
$
456,123

 
$
423,223

 
$
381,519

Income from continuing operations of purchased businesses for the period prior to acquisition, and pro forma purchase accounting adjustments:
 
 
 
 
 
Rhiag
(662
)
 
10,310

 

PGW (1),(2)
7,574

 
3,334

 

Keystone Specialty

 

 
521

Other acquisitions (3)
(807
)
 
15,266

 
18,371

Acquisition related expenses, net of tax (4)
11,034

 
1,830

 
2,295

Pro forma income from continuing operations
$
473,262

 
$
453,963

 
$
402,706

 
 
 
 
 
 
Earnings per share from continuing operations, basic - as reported
$
1.49

 
$
1.39

 
$
1.26

Effect of purchased businesses for the period prior to acquisition:
 
 
 
 
 
Rhiag
(0.00)

 
0.03

 

PGW (1),(2)
0.02

 
0.01

 

Keystone Specialty

 

 
0.00

Other acquisitions
(0.00)

 
0.05

 
0.06

Acquisition related expenses, net of tax (4)
0.04

 
0.01

 
0.01

Pro forma earnings per share from continuing operations, basic (5) 
$
1.54

 
$
1.49

 
$
1.33

 
 
 
 
 
 
Earnings per share from continuing operations, diluted - as reported
$
1.47

 
$
1.38

 
$
1.25

Effect of purchased businesses for the period prior to acquisition:
 
 
 
 
 
Rhiag
(0.00)

 
0.03

 

PGW (1),(2)
0.02

 
0.01

 

Keystone Specialty

 

 
0.00

Other acquisitions
(0.00)

 
0.05

 
0.06

Acquisition related expenses, net of tax (4)
0.04

 
0.01

 
0.01

Pro forma earnings per share from continuing operations, diluted (5) 
$
1.53

 
$
1.48

 
$
1.31

(1) PGW reflects the results for the continuing aftermarket glass distribution business only.
(2) Excludes $17.8 million and $5.4 million of corporate costs for 2015 and 2016, respectively, that we do not expect to incur going forward as a result of the sale of our glass manufacturing business.
(3) The 2014 pro forma impact of our other acquisitions includes an adjustment for intercompany sales between Sator and the five Netherlands distributors that would have been reflected as intercompany transactions if the acquisitions had occurred on January 1, 2013. Our cost of sales in the initial months after the acquisitions reflects the increased valuation of acquired inventory, which has the impact of temporarily reducing our gross margin. Moving this negative gross margin impact to the year ended December 31, 2013 for our pro forma disclosure has the effect of increasing our pro forma net income during the year ended December 31, 2014.
(4) Includes expenses related to acquisitions closed in the period and excludes expenses for acquisitions not yet completed.
(5) The sum of the individual earnings per share amounts may not equal the total due to rounding.
Unaudited pro forma supplemental information is based upon accounting estimates and judgments that we believe are reasonable. The unaudited pro forma supplemental information includes the effect of purchase accounting adjustments, such as the adjustment of inventory acquired to fair value, adjustments to depreciation on acquired property 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. These pro forma results are not necessarily indicative of what would have occurred if the acquisitions had been in effect for the periods presented or of future results.
Discontinued Operations (Notes)
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]
Discontinued Operations
On December 18, 2016, LKQ entered into a Stock and Asset Purchase Agreement (the “Agreement”) to sell the glass manufacturing business of its PGW subsidiary to a subsidiary of Vitro S.A.B. de C.V. (Vitro) for a sale price of $310 million, subject to potential post-closing purchase price adjustments. The transaction, which is subject to customary representations and warranties, covenants and conditions, and regulatory approvals, is expected to close in the first quarter of 2017. As a result of this transaction, the remaining portion of the Glass operating segment will be combined with our Wholesale - North America operations during 2017. For our reporting as of December 31, 2016, we have aggregated the remaining Glass operating segment with our North America reportable segment. See Note 14, "Segment and Geographic Information" for further information.
Upon execution of the Agreement, LKQ concluded that the glass manufacturing business met the criteria to be classified as held for sale in LKQ’s consolidated financial statements. As a result, the assets related to the glass manufacturing business are reflected on the Consolidated Balance Sheet at the lower of the net asset carrying value or fair value less cost to sell.  The fair value of the assets was determined using the negotiated sale price as an indicator of fair value, which is considered a Level 2 input as it is observable in a non-active market.
As part of the Agreement, the Company and Vitro entered into a twelve-month Transition Services Agreement with two six-month renewal periods, a three-year Purchase and Supply Agreement, and an Intellectual Property Agreement.
The following table summarizes the operating results of the Company’s discontinued operations related to the purchase agreement above from the date of acquisition, April 21, 2016, through the year ended December 31, 2016, as presented in “Income from discontinued operations, net” on the Consolidated Statements of Income:
 
Period from April 21 to December 31,
 
 
2016
 
Revenue
$
498,233

 
Cost of goods sold
(424,161
)
 
Operating expenses
(22,330
)
 
Impairment on net assets of discontinued operations
(26,677
)
(1) 
    Operating income
25,065

 
Interest and other expenses, net
(9,136
)
(2) 
    Income from discontinued operations before taxes
15,929

 
Provision for taxes
(8,252
)
 
Equity in earnings of unconsolidated subsidiaries
175

 
    Income from discontinued operations, net of tax
$
7,852

 

(1) Upon recognition of the glass manufacturing business net assets as held for sale, an impairment test was performed on the net assets of the glass manufacturing business resulting in a pre-tax impairment loss of $26.7 million and a tax benefit of $6.9 million. The impairment represents a $21.1 million impairment on long-lived assets, with the remaining $5.6 million representing a valuation allowance on the current assets held for sale.
(2) The Company elected to allocate interest expense to discontinued operations based on the expected debt to be repaid. Under this approach, allocated interest from the date of acquisition through the year ended December 31, 2016 was $6.2 million. The remaining balance represents other expense.
The glass manufacturing business had $64.4 million of operating cash inflows, $28.6 million of investing cash outflows and $1.0 million of capital lease debt payments. The following table summarizes the significant non-cash operating activities, capital expenditures and investments in unconsolidated subsidiaries of the Company’s discontinued operations related to the glass manufacturing business:
 
Period from April 21 to December 31,
 
2016
Non-cash operating activities:
 
      Depreciation and amortization
$
7,752

      Impairment on net assets of discontinued operations
26,677

      Deferred income taxes
(4,516
)
Capital expenditures
(24,156
)
Investments in unconsolidated subsidiaries
(4,400
)



The major classes of assets and liabilities related to the glass manufacturing business are as follows:
 
December 31, 2016
Cash and equivalents
$
7,116

Receivables, net
77,442

Inventories
71,952

Prepaid expenses and other current assets
42,426

Property, plant and equipment, net
199,136

Other assets
64,166

Valuation allowance
(5,598
)
Total assets from discontinued operations
$
456,640

 
 
Accounts payable
$
72,696

Other current liabilities
37,104

Long-term obligations
1,648

Other noncurrent liabilities (includes pension and post-retirement obligations)
33,656

Total liabilities from discontinued operations
145,104

Net assets from discontinued operations
$
311,536



Pursuant to the Purchase and Supply Agreement, the glass manufacturing business will supply the aftermarket business of PGW with various OEM products annually for a three year period beginning on the date the transaction closes. For the period from April 21, 2016 through December 31, 2016, intercompany sales between the glass manufacturing business and the continuing aftermarket business of PGW which were eliminated in consolidation were $29.4 million.
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of LKQ Corporation and its subsidiaries. All intercompany transactions and accounts have been eliminated.
Use of Estimates
In preparing our financial statements in conformity with accounting principles generally accepted in the United States of America, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
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 $38.3 million and $32.8 million at December 31, 2016 and 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 Consolidated Statements of Income and are shown as a current liability on our 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. Revenue also includes amounts billed to customers for shipping and handling. Distribution expenses in the accompanying Consolidated Statements of Income are the costs incurred to prepare and deliver products to customers.
Receivables and Allowance for Doubtful Accounts
In the normal course of business, we extend credit to customers after a review of each customer's credit history. We recorded a reserve for uncollectible accounts of approximately $45.6 million and $24.6 million at December 31, 2016 and 2015, respectively. The reserve is based upon the aging of the accounts receivable, our assessment of the collectability of specific customer accounts and historical experience. Receivables are written off once collection efforts have been exhausted. Recoveries of receivables previously written off are recorded when received. Our March 2016 acquisition of Rhiag and our April 2016 acquisition of PGW contributed $23.0 million and $1.4 million, respectively, to our reserve for uncollectible accounts. See Note 2, "Business Combinations" for further information on our acquisitions.
Concentrations of Credit Risk
Financial instruments that potentially subject us to significant concentration of credit risk consist primarily of cash and equivalents and accounts receivable. We control our exposure to credit risk associated with these instruments by (i) placing our cash and equivalents with several major financial institutions; (ii) holding high-quality financial instruments; and (iii) maintaining strict policies over credit extension that include credit evaluations, credit limits and monitoring procedures. In addition, our overall credit risk with respect to accounts receivable is limited to some extent because our customer base is composed of a large number of geographically diverse customers.
Inventories
We classify our inventory into the following categories: (i) aftermarket and refurbished products and (ii) salvage and remanufactured products.
An aftermarket product is a new vehicle product manufactured by a company other than the original equipment manufacturer. For all of our aftermarket products, excluding our aftermarket automotive glass products, cost is established based on the average price we pay for parts; for our aftermarket automotive glass products inventory, cost is established using the first-in first-out method. Inventory cost for all of our aftermarket products includes expenses incurred for freight in and overhead costs; for items purchased from foreign companies, import fees and duties and transportation insurance are also included. Refurbished products are parts that require cosmetic repairs, such as wheels, bumper covers and lights; LKQ will apply new parts, products or materials to these parts in order to produce the finished product. Refurbished inventory cost is based on the average price we pay for cores, which are recycled automotive parts that are not suitable for sale as a replacement part without further processing. The cost of our refurbished inventory also includes expenses incurred for freight in, labor and other overhead costs.
A salvage product is a recycled vehicle part suitable for sale as a replacement part. Cost is established based upon the price we pay for a vehicle, including auction, storage and towing fees, as well as expenditures for buying and dismantling the vehicle. Inventory carrying value is determined using the average cost to sales percentage at each of our facilities and applying that percentage to the facility's inventory at expected selling prices, the assessment of which incorporates the sales probability based on a part's number of days in stock and historical demand. The average cost to sales percentage is derived from each facility's historical profitability for salvage vehicles. Remanufactured products are used parts that have been inspected, rebuilt, or reconditioned to restore functionality and performance, such as remanufactured engines and transmissions. Remanufactured inventory cost is based upon the price paid for cores, and also includes expenses incurred for freight in, direct manufacturing costs and overhead expenses.
For all inventory, carrying value is recorded at the lower of cost or market and is reduced to reflect current anticipated demand. If actual demand is lower than our estimates, additional reductions to inventory carrying value would be necessary in the period such determination is made.
Inventories consist of the following (in thousands):
 
December 31,
 
2016
 
2015
Aftermarket and refurbished products
$
1,540,257

 
$
1,146,162

Salvage and remanufactured products
394,980

 
410,390

Total inventories
$
1,935,237

 
$
1,556,552


 
    Our acquisitions completed during 2016, including our March 2016 acquisition of Rhiag and our April 2016 acquisition of PGW, contributed $387.4 million to our aftermarket and refurbished products inventory and $5.7 million to our salvage and remanufactured products inventory. See Note 2, "Business Combinations" for further information on our acquisitions.
Property and Equipment
Property and equipment are recorded at cost less accumulated depreciation. Expenditures for major additions and improvements that extend the useful life of the related asset are capitalized. As property and equipment are sold or retired, the applicable cost and accumulated depreciation are removed from the accounts and any resulting gain or loss thereon is recognized. Construction in progress consists primarily of building and land improvements at our existing facilities. Depreciation is calculated using the straight-line method over the estimated useful lives or, in the case of leasehold improvements, the term of the related lease and reasonably assured renewal periods, if shorter.
Our estimated useful lives are as follows:
Land improvements
10-20 years
Buildings and improvements
20-40 years
Machinery and equipment
3-20 years
Computer equipment and software
3-10 years
Vehicles and trailers
3-10 years
Furniture and fixtures
5-7 years

Property and equipment consists of the following (in thousands):
 
December 31,
 
2016
 
2015
Land and improvements
$
127,211

 
$
118,420

Buildings and improvements
209,773

 
183,480

Machinery and equipment
429,446

 
355,313

Computer equipment and software
120,316

 
130,363

Vehicles and trailers
138,263

 
101,201

Furniture and fixtures
28,405

 
24,332

Leasehold improvements
152,356

 
140,732

 
1,205,770

 
1,053,841

Less—Accumulated depreciation
(495,644
)
 
(437,946
)
Construction in progress
101,450

 
80,672

Total property and equipment, net
$
811,576

 
$
696,567



We record depreciation expense within Depreciation and Amortization on our Consolidated Statements of Income. Additionally, included in Cost of Goods Sold on the Consolidated Statements of Income is depreciation expense associated with our refurbishing, remanufacturing, and furnace operations as well as our distribution centers. Total depreciation expense for the years ended December 31, 2016, 2015 and 2014 was $114.8 million, $94.4 million, and $90.9 million, respectively.
Intangible Assets
Intangible assets consist primarily of goodwill (the cost of purchased businesses in excess of the fair value of the identifiable net assets acquired) and other specifically identifiable intangible assets, such as trade names, trademarks, customer and supplier relationships, software and other technology related assets, and covenants not to compete.
Goodwill is tested for impairment at least annually, and we performed annual impairment tests during the fourth quarters of 2016, 2015 and 2014. The results of all of these tests indicated that goodwill was not impaired. Goodwill impairment testing may also be performed on an interim basis when events or circumstances arise that may lead to impairment. We noted that the proximity of the PGW acquisition to the goodwill testing date resulted in a fair value estimate for the Glass aftermarket reporting unit that exceeded the carrying value by less than 10%. This aligns with our expectations as there has not been a significant change in the value of the business since the acquisition date while we continue to execute our integration plans.
The changes in the carrying amount of goodwill by reportable segment are as follows (in thousands):
 
North America
 
Europe
 
Specialty
 
Total
Balance as of January 1, 2014
$
1,358,937

 
$
578,507

 
$

 
$
1,937,444

Business acquisitions and adjustments to previously recorded goodwill
43,752

 
91,916

 
280,035

 
415,703

Exchange rate effects
(10,657
)
 
(53,604
)
 
9

 
(64,252
)
Balance as of December 31, 2014
$
1,392,032

 
$
616,819

 
$
280,044

 
$
2,288,895

Business acquisitions and adjustments to previously recorded goodwill
72,355

 
21,217

 
(1,397
)
 
92,175

Exchange rate effects
(18,537
)
 
(43,554
)
 
267

 
(61,824
)
Balance as of December 31, 2015
$
1,445,850

 
$
594,482

 
$
278,914

 
$
2,319,246

Business acquisitions and adjustments to previously recorded goodwill
226,483

 
614,437

 
1,889

 
842,809

Exchange rate effects
1,818

 
(108,943
)
 
(161
)
 
(107,286
)
Balance as of December 31, 2016
$
1,674,151

 
$
1,099,976

 
$
280,642

 
$
3,054,769



During the year ended December 31, 2016, we recorded $585.4 million of goodwill related to our acquisition of Rhiag and $205.1 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):
 
December 31, 2016
 
December 31, 2015
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Trade names and trademarks
$
286,008

 
$
(51,104
)
 
$
234,904

 
$
172,219

 
$
(43,458
)
 
$
128,761

Customer and supplier relationships
395,284

 
(92,079
)
 
303,205

 
95,508

 
(41,007
)
 
54,501

Software and other technology related assets
77,329

 
(35,648
)
 
41,681

 
44,500

 
(17,844
)
 
26,656

Covenants not to compete
11,726

 
(7,285
)
 
4,441

 
10,774

 
(5,575
)
 
5,199

 
$
770,347

 
$
(186,116
)
 
$
584,231

 
$
323,001

 
$
(107,884
)
 
$
215,117


    
The components of other intangibles acquired during the years ended December 31, 2016 and 2015 include the following (in thousands):
 
Year Ended
 
Year Ended
 
December 31, 2016
 
December 31, 2015
 
Rhiag
 
PGW
 
Other Acquisitions
 
Total
 
All Acquisitions (1)
Trade names and trademarks
$
127,351

 
$
5,500

 
$
1,015

 
$
133,866

 
$
3,555

Customer and supplier relationships
291,893

 
29,700

 

 
321,593

 
4,601

Software and other technology related assets
10,116

 
1,154

 
1,420

 
12,690

 
1,213

Covenants not to compete

 
1,600

 
102

 
1,702

 
557

 
$
429,360

 
$
37,954

 
$
2,537

 
$
469,851

 
$
9,926


(1) Includes adjustments to certain preliminary intangible asset valuations from our 2014 acquisitions.
Our estimated useful lives for our finite lived intangible assets are as follows:
 
Method of Amortization
 
Useful Life
Trade names and trademarks
Straight-line
 
4-30 years
Customer and supplier relationships
Accelerated
 
4-20 years
Software and other technology related assets
Straight-line
 
3-6 years
Covenants not to compete
Straight-line
 
1-5 years

Amortization expense for intangibles was $83.5 million, $33.8 million and $34.5 million during the years ended December 31, 2016, 2015 and 2014, respectively. Estimated amortization expense for each of the five years in the period ending December 31, 2021 is $90.7 million, $75.5 million, $62.2 million, $49.0 million and $41.5 million, respectively.
Impairment of Long-Lived Assets
Long-lived assets are reviewed for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. Other than the impairment recorded upon recognition of the PGW glass manufacturing business net assets as held for sale as discussed in Note 3, "Discontinued Operations," there were no material adjustments to the carrying value of long-lived assets during the years ended December 31, 2016, 2015 or 2014.
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. Our warranty reserve is recorded within Other accrued expenses and Other Noncurrent Liabilities on our Consolidated Balance Sheets based on the expected timing of the related payments. The changes in the warranty reserve are as follows (in thousands):
Balance as of January 1, 2015
$
14,881

Warranty expense
33,727

Warranty claims
(31,245
)
Balance as of December 31, 2015
$
17,363

Warranty expense
32,096

Warranty claims
(29,825
)
Balance as of December 31, 2016
$
19,634


Self-Insurance Reserves
We self-insure a portion of employee medical benefits under the terms of our employee health insurance program. We purchase certain stop-loss insurance to limit our liability exposure. We also self-insure a portion of our property and casualty risk, which includes automobile liability, general liability, directors and officers liability, workers' compensation, and property coverage, under deductible insurance programs. The insurance premium costs are expensed over the contract periods. A reserve for liabilities associated with these losses is established for claims filed and claims incurred but not yet reported based upon our estimate of ultimate cost, which is calculated using analysis of historical data. We monitor new claims and claim development as well as trends related to the claims incurred but not reported in order to assess the adequacy of our insurance reserves. Total self-insurance reserves were $84.5 million and $78.4 million, of which $39.5 million and $37.8 million was classified as current as of December 31, 2016 and 2015, respectively. The remaining balances of self-insurance reserves are classified as Other Noncurrent Liabilities, which reflects management's estimates of when claims will be paid. We had outstanding letters of credit of $70.5 million and $64.9 million at December 31, 2016 and 2015, respectively, to guarantee self-insurance claims payments. While we do not expect the amounts ultimately paid to differ significantly from our estimates, our insurance reserves and corresponding expenses could be affected if future claims experience differs significantly from historical trends and assumptions.
Income Taxes
Current income taxes are provided on income reported for financial reporting purposes, adjusted for transactions that do not enter into the computation of income taxes payable in the same year. Deferred income taxes have been provided to show the effect of temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before we are able to realize their benefit or that future deductibility is uncertain.
We recognize the benefits of uncertain tax positions taken or expected to be taken in tax returns in the provision for income taxes only for those positions that are more likely than not to be realized. We follow a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. Our policy is to include interest and penalties associated with income tax obligations in income tax expense.
U.S. federal income taxes are not provided on our interest in undistributed earnings of foreign subsidiaries when it is management's intent that such earnings will remain invested in those subsidiaries or other foreign subsidiaries. Taxes will be provided on these earnings in the period in which a decision is made to repatriate the earnings.
Investments in Unconsolidated Subsidiaries
Our investment in unconsolidated subsidiaries was $183.5 million as of December 31, 2016. On December 1, 2016, we acquired a 26.5% equity interest in Mekonomen AB ("Mekonomen") from AxMeko AB, an affiliate of Axel Johnson AB, for an aggregate purchase price of $181.3 million. Headquartered in Stockholm, Sweden, Mekonomen is the leading independent car parts and service chain in the Nordic region of Europe, offering a wide range of products including spare parts and accessories for cars, and workshop services for consumers and businesses. We are accounting for our interest in Mekonomen using the equity method of accounting, as our investment gives us the ability to exercise significant influence, but not control, over the investee. We are reporting our equity in the net earnings of Mekonomen on a one quarter lag, and therefore we recorded no equity in earnings for this investment in 2016.
In February 2016, we sold our investment in ACM Parts Pty Ltd. Our remaining investments in unconsolidated subsidiaries and equity in earnings of the investees as of and for the year ended December 31, 2016 were immaterial.
Rental Expense
We recognize rental expense on a straight-line basis over the respective lease terms, including reasonably assured renewal periods, for all of our operating leases.
Foreign Currency Translation
For most of our foreign operations, the local currency is the functional currency. Assets and liabilities are translated into U.S. dollars at the period-ending exchange rate. Statements of Income amounts are translated to U.S. dollars using monthly average exchange rates during the period. Translation gains and losses are reported as a component of Accumulated Other Comprehensive Income (Loss) in stockholders' equity.
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"). This update outlines a new comprehensive revenue recognition model that supersedes most current revenue recognition guidance and requires companies to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The FASB has issued several updates to ASU 2014-09. 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. We will continue to evaluate the potential effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures; however, we do not plan to early adopt. Entities adopting the standard have the option of using either a full retrospective or modified retrospective approach in the application of this guidance. We are still determining which method of transition we will follow. We are currently in the process of completing customer contract reviews, determining necessary adjustments to existing accounting policies, evaluating new disclosure requirements and identifying and implementing changes to business processes as deemed necessary to support recognition and disclosure under the new guidance. Based on our preliminary assessment, we do not expect a significant impact for the majority of our revenue transactions as they generally consist of single performance obligations to transfer promised goods or services; however, we do expect the new guidance will change the way we present sales returns in our consolidated financial statements. We are still in the process of determining the magnitude of impact for this change.
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 adjustment 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. While we do not anticipate the adoption of this accounting standard to have a material impact to our consolidated statements of income at this time, this conclusion may change as we finalize our assessment. In order to assist in our timely implementation of the new standard, we have purchased new software to track our leases. We have engaged a third party to assist with the implementation of the new software with an expectation to complete the implementation by the end of 2017.
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 third quarter of 2016, the Company elected to early adopt ASU 2016-09 effective January 1, 2016. With the adoption of ASU 2016-09, excess tax benefits are recognized as a component of the income tax provision, whereas these amounts were previously recognized in equity. See Note 13, "Income Taxes" for the impact on our tax provision for the year ended December 31, 2016 as a result of adopting this accounting standard. Within the Consolidated Statements of Cash Flows, excess tax benefits are now presented as an operating activity, rather than a financing activity. The presentation of excess tax benefits on share-based payments was adjusted retrospectively within the Consolidated Statements of Cash Flows, resulting in a $14.4 million and a $17.8 million increase in operating cash flows for the years ended December 31, 2015 and 2014, respectively, with a corresponding decrease to financing cash flows.
In March 2016, the FASB issued Accounting Standards Update No. 2016-05, "Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships" ("ASU 2016-05"), which clarifies that a change in a hedging derivative's counterparty would not in and of itself be considered a termination of a derivative instrument or a change in the critical terms of a hedging relationship. The ASU also clarifies that an entity should continue to assess the creditworthiness of the derivative counterparty, as a difference in creditworthiness could cause the hedging relationship to be less than highly effective which would trigger dedesignation of the hedging relationship. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 31, 2016; early adoption and prospective application is permitted. We will consider this guidance going-forward if a novation occurs related to any of our derivative contracts described in Note 10, "Derivative Instruments and Hedging Activities."
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.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, "Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"), which simplifies the accounting for goodwill impairment by eliminating step 2 from the goodwill impairment test. Under the new guidance, if the carrying value of a reporting unit exceeds the fair value, an impairment loss will be recognized for the amount of that excess, limited to the goodwill allocated to that reporting unit. This ASU is effective for fiscal years and any interim impairment tests for periods beginning after December 15, 2019; early adoption is permitted for entities with annual and interim impairment tests occurring after January 1, 2017. The guidance requires adoption on a prospective basis. At this time, we do not expect adoption of this standard to have a significant impact on our financial position, results of operations, or cash flows.
Equity Incentive Plans
Equity Incentive Plans
Stock-Based Compensation
In order to attract and retain employees, non-employee directors, consultants, and other persons associated with us, we may grant qualified and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance shares and performance units under the LKQ Corporation 1998 Equity Incentive Plan (the “Equity Incentive Plan”). The total number of shares approved by our stockholders for issuance under the Equity Incentive Plan is 69.9 million shares, subject to antidilution and other adjustment provisions. We have granted RSUs, stock options, and restricted stock under the Equity Incentive Plan. Of the shares approved by our stockholders for issuance under the Equity Incentive Plan, 11.7 million shares remained available for issuance as of December 31, 2016. 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.
The Compensation Committee approved the grant of 261,851; 215,076; and 175,800 RSUs to our executive officers that include both a performance-based vesting condition and a time-based vesting condition in 2016, 2015, and 2014, respectively. The performance-based vesting conditions for the 2016, 2015, and 2014 grants to our executive officers have been satisfied.
The fair value of RSUs that vested during the years ended December 31, 2016, 2015 and 2014 was $29.2 million, $28.2 million and $27.7 million, respectively.
In January 2017, our Board of Directors granted 678,450 RSUs to employees (including executive officers).
The following table summarizes activity related to our RSUs under the Equity Incentive Plan:
 
Number
Outstanding
 
Weighted
Average
Grant Date
Fair Value
 
Weighted Average Remaining Contractual Term
(in years)
 
Aggregate Intrinsic Value
   (in thousands) (1)
Unvested as of January 1, 2016
1,981,292

 
$
24.19

 
 
 
 
Granted
976,318

 
$
29.05

 
 
 
 
Vested
(996,607
)
 
$
22.30

 
 
 
 
Forfeited / Canceled
(87,266
)
 
$
27.15

 
 
 
 
Unvested as of December 31, 2016
1,873,737

 
$
27.58

 
 
 
 
Expected to vest after December 31, 2016
1,723,579

 
$
27.45

 
2.4
 
$
52,828


(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 stock options were granted during 2016.
The total grant-date fair value of options that vested during the years ended December 31, 2015 and 2014 was $1.2 million and $3.3 million, respectively; no options vested during the year ended December 31, 2016.
The following table summarizes activity related to our stock options under the Equity Incentive Plan:
 
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

 
 
 
 
Exercised
(1,124,317
)
 
$
7.08

 
 
 
$
27,844

Forfeited / Canceled
(18,418
)
 
$
24.14

 
 
 
 
Balance as of December 31, 2016
2,623,217

 
$
9.19

 
2.3
 
$
56,427

Exercisable as of December 31, 2016
2,543,299

 
$
8.46

 
2.3
 
$
56,427

Exercisable as of December 31, 2016 and expected to vest thereafter
2,623,217

 
$
9.19

 
2.3
 
$
56,427


(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 the last day of the period indicated. This amount changes based on the market price of the Company’s common stock. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2015 and 2014 was $32.4 million and $38.4 million, respectively.
Stock-Based Compensation Expense
For the RSUs that contain both a performance-based vesting condition and a time-based vesting condition, we recognize compensation expense under the accelerated attribution method, pursuant to which expense is recognized over the requisite service period for each separate vesting tranche of the award. During the years ended December 31, 2016, 2015, and 2014, we recognized $7.3 million, $8.2 million, and $8.2 million, respectively, of stock based compensation expense related to the RSUs containing a performance-based vesting condition. For all other awards, which are subject to only a time-based vesting condition, we recognize compensation expense on a straight-line basis over the requisite service period of the entire award.
In 2015 and 2014, compensation expense was adjusted to reflect estimated forfeitures. When estimating forfeitures, we considered voluntary and involuntary termination behavior as well as analysis of historical forfeitures. With the adoption of ASU 2016-09 beginning in 2016, we no longer estimate forfeitures; rather, forfeitures are recorded as they occur.
The components of pre-tax stock-based compensation expense for our continuing operations are as follows (in thousands):
 
Year Ended December 31,
 
2016
 
2015
 
2014
RSUs
$
22,183

 
$
21,058

 
$
18,965

Stock options and other
162

 
278

 
3,056

Total stock-based compensation expense
$
22,345

 
$
21,336

 
$
22,021


The following table sets forth the classification of total stock-based compensation expense included in our Consolidated Statements of Income for our continuing operations (in thousands):
 
Year Ended December 31,
 
2016
 
2015
 
2014
Cost of goods sold
$
407

 
$
358

 
$
410

Facility and warehouse expenses
3,980

 
2,271

 
2,195

Selling, general and administrative expenses
17,958

 
18,707

 
19,416

 
22,345

 
21,336

 
22,021

Income tax benefit
(8,268
)
 
(8,221
)
 
(8,478
)
Total stock-based compensation expense, net of tax
$
14,077

 
$
13,115

 
$
13,543


Income from discontinued operations included $0.1 million of pre-tax stock-based compensation expense. We have not capitalized any stock-based compensation costs during the years ended December 31, 2016, 2015 or 2014.
As of December 31, 2016, unrecognized compensation expense related to unvested RSUs is expected to be recognized as follows (in thousands):
 
RSUs
2017
$
15,356

2018
10,379

2019
6,261

2020
3,260

2021
353

Total unrecognized compensation expense
$
35,609


Stock-based compensation expense related to these awards will be different to the extent that forfeitures are realized.
Earnings Per Share
Earnings Per Share
Earnings Per Share
Basic earnings per share are computed using the weighted average number of common shares outstanding during the period. Diluted earnings per share incorporate the incremental shares issuable upon the assumed exercise of stock options and the assumed vesting of RSUs and restricted stock. Certain of our RSUs and stock options were excluded from the calculation of diluted earnings per share because they were antidilutive, but these equity instruments could be dilutive in the future.
The following chart sets forth the computation of earnings per share (in thousands, except per share amounts):
 
Year Ended December 31,
 
2016
 
2015
 
2014
Income from continuing operations
$
456,123

 
$
423,223

 
$
381,519

Denominator for basic earnings per share—Weighted-average shares outstanding
306,897

 
304,722

 
302,343

Effect of dilutive securities:
 
 
 
 
 
RSUs
689

 
667

 
791

Stock options
2,198

 
2,107

 
2,905

Restricted stock

 

 
6

Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding
309,784

 
307,496

 
306,045

Basic earnings per share from continuing operations
$
1.49

 
$
1.39

 
$
1.26

Diluted earnings per share from continuing operations
$
1.47

 
$
1.38

 
$
1.25

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 (in thousands):
 
Year Ended December 31,
 
2016
 
2015
 
2014
Antidilutive securities:
 
 
 
 
 
RSUs
57

 
230

 
289

Stock options
63

 
96

 
116

Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss)
The components of Accumulated Other Comprehensive Income (Loss) are as follows (in thousands):
 
 
Foreign
Currency
Translation
 
Unrealized (Loss)Gain
on Cash Flow Hedges
 
Unrealized Gain
(Loss) on Pension Plans
 
Accumulated
Other
Comprehensive Income (Loss)
Balance at January 1, 2014
 
$
24,906

 
$
(5,596
)
 
$
701

 
$
20,011

Pretax loss
 
(51,979
)
 
(1,586
)
 
(13,506
)
 
(67,071
)
Income tax effect
 

 
382

 
3,179

 
3,561

Reclassification of unrealized loss (gain)
 

 
5,200

 
(166
)
 
5,034

Reclassification of deferred income taxes
 

 
(1,801
)
 
41

 
(1,760
)
Balance at December 31, 2014
 
$
(27,073
)
 
$
(3,401
)
 
$
(9,751
)
 
$
(40,225
)
Pretax (loss) income
 
(69,817
)
 
(1,664
)
 
2,245

 
(69,236
)
Income tax effect
 

 
538

 
(561
)
 
(23
)
Reclassification of unrealized loss
 

 
5,366

 
559

 
5,925

Reclassification of deferred income taxes
 

 
(1,771
)
 
(140
)
 
(1,911
)
Balance at December 31, 2015
 
$
(96,890
)
 
$
(932
)
 
$
(7,648
)
 
$
(105,470
)
Pretax (loss) income
 
(175,639
)
 
12,382

 
7,175

 
(156,082
)
Income tax effect
 

 
(4,581
)
 
(2,636
)
 
(7,217
)
Reclassification of unrealized loss (gain)
 

 
1,789

 
496

 
2,285

Reclassification of deferred income taxes
 

 
(567
)
 
(124
)
 
(691
)
Balance at December 31, 2016
 
$
(272,529
)
 
$
8,091

 
$
(2,737
)
 
$
(267,175
)

Net unrealized losses on our interest rate swaps totaling $3.5 million, $5.4 million, and $6.2 million were reclassified to interest expense in our Consolidated Statements of Income during each of the years ended December 31, 2016, 2015, and 2014. We also reclassified a gain of $1.7 million related to our cross currency swaps and a gain of $1.0 million related to other foreign currency forward contracts to Interest and other income, net in our Consolidated Statements of Income for the years ended December 31, 2016 and 2014, respectively. The deferred income taxes related to our cash flow hedges were reclassified from Accumulated other comprehensive income (loss) to income tax expense.
Long-Term Obligations
Long-Term Obligations
Long-Term Obligations
Long-Term Obligations consist of the following (in thousands):
 
December 31,
 
2016
 
2015
Senior secured credit agreement:
 
 
 
Term loans payable
$
732,684

 
$
410,625

Revolving credit facilities
1,358,220

 
480,481

Senior notes
600,000

 
600,000

Euro notes
525,850

 

Receivables securitization facility
100,000

 
63,000

Notes payable through October 2025 at weighted average interest rates of 2.1% and 2.2%, respectively
11,808

 
16,104

Other long-term debt at weighted average interest rates of 2.4% and 2.4%, respectively
37,125

 
29,485

Total debt
3,365,687

 
1,599,695

Less: long-term debt issuance costs
(21,611
)
 
(13,533
)
Less: current debt issuance costs
(2,305
)
 
(1,460
)
Total debt, net of debt issuance costs
3,341,771

 
1,584,702

Less: current maturities, net of debt issuance costs
(66,109
)
 
(56,034
)
Long term debt, net of debt issuance costs
$
3,275,662

 
$
1,528,668



The scheduled maturities of long-term obligations outstanding at December 31, 2016 are as follows (in thousands):
2017
$
68,414

2018
42,553

2019
140,594

2020
39,002

2021
1,942,680

Thereafter
1,132,444

Total debt (1)
$
3,365,687

(1) The total debt amounts presented above exclude debt issuance costs totaling $23.9 million as of December 31, 2016.

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 will be used for general corporate purposes.
On December 14, 2016, LKQ Corporation entered into Amendment No. 1 to the Fourth Amended and Restated Credit Agreement under which the €230 million term loan was prepaid in full using proceeds from borrowings on the multicurrency revolving credit facility. Simultaneously, LKQ Corporation borrowed incremental U.S. dollar ("USD") term loans under the Credit Agreement, which were used to repay outstanding borrowings on the USD revolving credit facility. LKQ Corporation borrowed additional USD amounts on the revolving credit facility and entered into a cross currency swap transaction to exchange the borrowed USD for euro and sent these amounts to LKQ Netherlands B.V. as an intercompany loan, which LKQ Netherlands B.V. used to repay the multicurrency revolving credit facility borrowings. These transactions had the effect of replacing the euro term loan with a USD term loan. Refer to Note 10, "Derivative Instruments and Hedging Activities" for additional information related to our cross currency swaps.
Amounts under the revolving credit facility are due and payable upon maturity of the Fourth Amended and Restated 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 Fourth Amended and Restated 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 10, "Derivative Instruments and Hedging Activities," the weighted average interest rates on borrowings outstanding under the Credit Agreement at December 31, 2016 and 2015 were 2.0% 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, $37.2 million and $22.5 million were classified as current maturities at December 31, 2016 and 2015, respectively. As of December 31, 2016, there were letters of credit outstanding in the aggregate amount of $72.7 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 December 31, 2016 was $1.0 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 year ended December 31, 2016 as a loss on debt extinguishment.
Related to the execution of the Third Amended and Restated Credit Agreement in March 2014, we incurred $3.7 million of fees, of which $3.4 million was capitalized as an offset to Long-Term Obligations and amortized over the term of the agreement. The remaining $0.3 million of fees were expensed during the year ended December 2014 as a loss on debt extinguishment.
Senior Notes
In April 2014, LKQ Corporation completed an offer to exchange $600 million aggregate principal amount of 4.75% Senior Notes due 2023 (the " U.S. Notes") for notes previously issued through a private placement. The U.S. 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 U.S. Notes are substantially identical to those previously issued through the private placement, except the U.S. Notes are registered under the Securities Act of 1933.
The U.S. 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 U.S. 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 U.S. Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.
The U.S. Notes and the guarantees are, respectively, LKQ Corporation and each Guarantor's senior unsecured obligations and are subordinated to all of the Guarantors' existing and future secured debt to the extent of the assets securing that secured debt. In addition, the Notes are effectively subordinated to all of the liabilities of our subsidiaries that are not guaranteeing the U.S. 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 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 being amortized over the term of the offering.
Restricted Payments
Our senior secured credit agreement and our senior notes indentures contain limitations on payment of cash dividends or other distributions of assets. Based on limitations in effect under our senior secured credit agreement and senior notes indentures, the maximum amount of dividends we could pay as of December 31, 2016 was approximately $1.0 billion. The limit on the payment of dividends is calculated using historical financial information and will change from period to period.
Receivables Securitization Facility
On November 29, 2016, 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 November 8, 2019; (ii) increase the maximum amount available to $100 million; and (iii) make other clarifying and updating changes. Under the facility, LKQ sells an ownership interest in certain receivables, related collections and security interests to BTMU for the benefit of conduit investors and/or financial institutions for cash proceeds. Upon payment of the receivables by customers, rather than remitting to BTMU the amounts collected, LKQ retains such collections as proceeds for the sale of new receivables generated by certain of the ongoing operations of the Company.
The sale of the ownership interest in the receivables is accounted for as a secured borrowing in our Consolidated Balance Sheets, under which the receivables included in the program collateralize the amounts invested by BTMU, the conduit investors and/or financial institutions (the "Purchasers"). The receivables are held by LKQ Receivables Finance Company, LLC ("LRFC"), a wholly owned bankruptcy-remote special purpose subsidiary of LKQ, and therefore, the receivables are available first to satisfy the creditors of LRFC, including the investors. As of December 31, 2016 and 2015, $140.3 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 December 31, 2016, the interest rate under the receivables facility was based on commercial paper rates and was 1.8%. The outstanding balance of $100.0 million as of December 31, 2016 was classified as long-term on the Consolidated Balance Sheets because we have the ability and intent to refinance these borrowings on a long-term basis.
Derivative Instruments and Hedging Activities
Derivative Instruments and Hedging Activities
Derivative Instruments and Hedging Activities
We are exposed to market risks, including the effect of changes in interest rates, foreign currency exchange rates and commodity prices. Under our current policies, we use derivatives to manage our exposure to variable interest rates on our senior secured debt and changing foreign exchange rates for certain foreign currency denominated transactions. We do not hold or issue derivatives for trading purposes.
Cash Flow Hedges
We hold interest rate swap agreements to hedge a portion of the variable interest rate risk on our variable rate borrowings under our Credit Agreement, with the objective of minimizing the impact of interest rate fluctuations and stabilizing cash flows. Under the terms of the interest rate swap agreements, we pay the fixed interest rate and receive payment at a variable rate of interest based on LIBOR for the respective currency of each interest rate swap agreement’s notional amount. The effective portion of changes in the fair value of the interest rate swap agreements is recorded in Accumulated Other Comprehensive Income (Loss) and is reclassified to interest expense when the underlying interest payment has an impact on earnings. The ineffective portion of changes in the fair value of the interest rate swap agreements is reported in interest expense.
As of December 31, 2016, we held interest rate swap contracts representing $590 million of U.S. dollar-denominated debt. These interest rate swaps were executed during 2016 and have maturity dates ranging from January to June 2021. During 2016, existing swaps relating to a total of $170 million of U.S dollar-denominated debt, £50 million of GBP-denominated debt, and C$25 million of CAD-denominated debt expired.
From time to time, we may hold foreign currency forward contracts related to certain foreign currency denominated intercompany transactions, with the objective of minimizing the impact of fluctuating exchange rates on these future cash flows, as well as minimizing 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. During 2014, foreign currency forward contracts with notional amounts of £70 million and €150 million were settled through payments to the counterparties totaling $20.0 million. At that time, we also settled the underlying intercompany debt transactions.
In 2016, we entered into three cross currency swap agreements for a total notional amount of $422.4 million (€400 million) with maturity dates in January 2021. These cross currency swaps contain an interest rate swap component and a foreign currency forward contract component that, combined with related intercompany financing arrangements, effectively convert variable rate U.S. dollar-denominated borrowings into fixed rate euro-denominated borrowings. The swaps are intended to minimize the impact of fluctuating exchange rates and interest rates on the cash flows resulting from the related intercompany financing arrangements. The effective portion of the changes in the fair value of the derivative instruments is recorded in Accumulated Other Comprehensive Income (Loss) and is reclassified to interest expense and other income (expense) when the underlying transactions have an impact on earnings.
The following table summarizes the notional amounts and fair values of our designated cash flow hedges as of December 31, 2016 and 2015 (in thousands):
 
 
Notional Amount
 
Fair Value at December 31, 2016 (USD)
 
Fair Value at December 31, 2015 (USD)
 
 
December 31, 2016
 
December 31, 2015
 
Other Assets
Other Noncurrent Liabilities
 
Other Accrued Expenses
Interest rate swap agreements
 
 
 
 
 
USD denominated
 
$
590,000

 
$
170,000

 
$
16,421

$

 
$
858

GBP denominated
 
£

 
£
50,000

 


 
465

CAD denominated
 
C$

 
C$
25,000

 


 
24

Cross currency swap agreements
 
 
 
 
 
USD/euro
 
$
422,408

 
$

 
1,486

3,128

 

Total cash flow hedges
 
$
17,907

$
3,128

 
$
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 Consolidated Balance Sheets. The impact of netting the fair values of these contracts would not have a material effect on our Consolidated Balance Sheets at December 31, 2016 or 2015.
The activity related to our cash flow hedges is included in Note 8, "Accumulated Other Comprehensive Income (Loss)." Ineffectiveness related to our cash flow hedges was immaterial to our results of operations during 2016, 2015 and 2014. We do not expect future ineffectiveness related to our cash flow hedges to have a material effect on our results of operations.
As of December 31, 2016, we estimate that $1.4 million of derivative losses (net of tax) included in Accumulated Other Comprehensive Income (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. The notional amount and fair value of these contracts at December 31, 2016 and 2015, along with the effect on our results of operations in 2016, 2015 and 2014, were immaterial.
Fair Value Measurements
Fair Value Measurements
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 year ended December 31, 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 December 31, 2016 and 2015 (in thousands):
 
Balance as of December 31, 2016
 
Fair Value Measurements as of December 31, 2016
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
Cash surrender value of life insurance
$
36,131

 
$

 
$
36,131

 
$

Interest rate swaps
17,907

 

 
17,907

 

Total Assets
$
54,038

 
$

 
$
54,038

 
$

Liabilities:
 
 
 
 
 
 
 
Contingent consideration liabilities
$
3,162

 
$

 
$

 
$
3,162

Deferred compensation liabilities
36,865

 

 
36,865

 

Foreign currency forward contracts
3,128

 

 
3,128

 

Total Liabilities
$
43,155

 
$

 
$
39,993

 
$
3,162

 
Balance as of December 31, 2015
 
Fair Value Measurements 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 Consolidated Balance Sheets. The current portion of deferred compensation is included in Accrued payroll-related liabilities and the current portion of contingent consideration liabilities is included in Other current liabilities on our Consolidated Balance Sheets; the noncurrent portion of these amounts is included in Other Noncurrent Liabilities on our Consolidated Balance Sheets based on the expected timing of the related payments. The balance sheet classification of the interest rate swaps and foreign currency forward contracts is presented in Note 10, "Derivative Instruments and Hedging Activities."
Our Level 2 assets and liabilities are valued using inputs from third parties and market observable data. We obtain valuation data for the cash surrender value of life insurance and deferred compensation liabilities from third party sources, which determine the net asset values for our accounts using quoted market prices, investment allocations and reportable trades. We value our derivative instruments using a third party valuation model that performs a discounted cash flow analysis based on the terms of the contracts and market observable inputs such as current and forward interest rates and current and forward foreign exchange rates.
Our contingent consideration liabilities are related to our business acquisitions 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.
Financial Assets and Liabilities Not Measured at Fair Value
Our debt is reflected on the Consolidated Balance Sheets at cost. Based on market conditions as of December 31, 2016 and 2015, the fair value of our credit agreement borrowings reasonably approximated the carrying value of $2.1 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 $100.0 million and $63.0 million at December 31, 2016 and 2015, respectively. As of December 31, 2016 and 2015, the fair value of the U.S. Notes was approximately $599 million and $567 million, respectively, compared to a carrying value of $600 million. As of December 31, 2016, the fair value of the Euro Notes was approximately $561 million million compared to a carrying value of $526 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 December 31, 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
Commitments and Contingencies
Commitments and Contingencies
Operating Leases
We are obligated under noncancelable operating leases for corporate office space, warehouse and distribution facilities, trucks and certain equipment.
The future minimum lease commitments under these leases at December 31, 2016 are as follows (in thousands):
Years ending December 31:
 
2017
$
200,450

2018
168,926

2019
136,462

2020
110,063

2021
82,494

Thereafter
486,199

Future Minimum Lease Payments
$
1,184,594


Rental expense for operating leases was approximately $211.5 million, $168.4 million and $148.5 million during the years ended December 31, 2016, 2015 and 2014, respectively.
We guarantee the residual values of the majority of our truck and equipment operating leases. The residual values decline over the lease terms to a defined percentage of original cost. In the event the lessor does not realize the residual value when a piece of equipment is sold, we would be responsible for a portion of the shortfall. Similarly, if the lessor realizes more than the residual value when a piece of equipment is sold, we would be paid the amount realized over the residual value. Had we terminated all of our operating leases subject to these guarantees at December 31, 2016, our portion of the guaranteed residual value would have totaled approximately $59.0 million. We have not recorded a liability for the guaranteed residual value of equipment under operating leases as the recovery on disposition of the equipment under the leases is expected to approximate the guaranteed residual value.
Litigation and Related Contingencies

We have certain contingencies resulting from litigation, claims and other commitments and are subject to a variety of environmental and pollution control laws and regulations incident to the ordinary course of business. We currently expect that the resolution of such contingencies will not materially affect our financial position, results of operations or cash flows.
Income Taxes
Income Taxes
Income Taxes
The provision for income taxes consists of the following components (in thousands):
 
Year Ended December 31,
 
2016
 
2015
 
2014
Current:
 
 
 
 
 
Federal
$
159,547

 
$
138,432

 
$
144,924

State
27,120

 
25,952

 
24,052

Foreign
45,545

 
32,931

 
29,046

 
$
232,212

 
$
197,315

 
$
198,022

Deferred:
 
 
 
 
 
Federal
$
1,169

 
$
22,233

 
$
9,321

State
2,131

 
1,212

 
(179
)
Foreign
(14,946
)
 
(1,057
)
 
(2,900
)
 
$
(11,646
)
 
$
22,388

 
$
6,242

Provision for income taxes
$
220,566

 
$
219,703

 
$
204,264

Income taxes have been based on the following components of income from continuing operations before provision for income taxes (in thousands):
 
Year Ended December 31,
 
2016
 
2015
 
2014
Domestic
$
513,844

 
$
478,819

 
$
460,637

Foreign
163,437

 
170,211

 
127,251

 
$
677,281

 
$
649,030

 
$
587,888

The U.S. federal statutory rate is reconciled to the effective tax rate as follows:
 
Year Ended December 31,
 
2016
 
2015
 
2014
U.S. federal statutory rate
35.0
 %
 
35.0
 %
 
35.0
 %
State income taxes, net of state credits and federal tax impact
2.7
 %
 
2.9
 %
 
2.8
 %
Impact of international operations
(3.2
)%
 
(4.1
)%
 
(3.6
)%
Notional interest deductions
(2.5
)%
 
 %
 
 %
Excess tax benefits from stock-based compensation (1)
(1.6
)%
 
 %
 
 %
Non-deductible expenses
1.3
 %
 
0.8
 %
 
0.5
 %
Other, net
0.9
 %
 
(0.7
)%
 
 %
Effective tax rate
32.6
 %
 
33.9
 %
 
34.7
 %

(1) Represents an $11.4 million discrete item in 2016 for excess tax benefits from stock-based payments related to the early adoption of ASU 2016-09. See Note 4, "Summary of Significant Accounting Policies" to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for further information.
Undistributed earnings of the Company's foreign subsidiaries amounted to approximately $530 million at December 31, 2016. Those earnings are considered to be indefinitely reinvested, and accordingly no provision for U.S. income taxes has been provided thereon. Upon repatriation of those earnings, in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to adjustment for foreign tax credits) and potential withholding taxes payable to the various foreign countries. Determination of the amount of unrecognized deferred U.S. income tax liability is not practicable due to the complexities associated with its hypothetical calculation; however, unrecognized foreign tax credits would be available to reduce materially any U.S. liability.

The significant components of our deferred tax assets and liabilities are as follows (in thousands):
 
December 31,
 
2016
 
2015
Deferred Tax Assets:
 
 
 
Accrued expenses and reserves
$
62,059

 
$
46,837

Qualified and nonqualified retirement plans
36,626

 
14,130

Inventory
35,565

 
27,184

Accounts receivable
19,046

 
13,971

Interest deduction carryforwards
9,806

 

Stock-based compensation
9,687

 
11,096

Net operating loss carryforwards
7,858

 
8,946

Other
7,699

 
8,212

 
188,346

 
130,376

Less: valuation allowance
(11,252
)
 
(3,880
)
Total deferred tax assets
$
177,094

 
$
126,496

Deferred Tax Liabilities:
 
 
 
Goodwill and other intangible assets
$
222,476

 
$
141,442

Property and equipment
72,231

 
67,065

Trade name
59,002

 
36,532

Other
19,439

 
5,342

Total deferred tax liabilities
$
373,148

 
$
250,381

Net deferred tax liability
$
(196,054
)
 
$
(123,885
)
Deferred tax assets and liabilities are reflected on our Consolidated Balance Sheets as follows (in thousands):
 
December 31,
 
2016
 
2015
Noncurrent deferred tax assets
$
3,603

 
$
3,354

Noncurrent deferred tax liabilities
199,657

 
127,239


Our noncurrent deferred tax assets and noncurrent deferred tax liabilities are included in Other Assets and Deferred Income Taxes, respectively, on our Consolidated Balance Sheets.
We had net operating loss carryforwards for federal and certain of our state tax jurisdictions, the tax benefits of which total approximately $7.9 million and $8.9 million at December 31, 2016 and 2015, respectively. At December 31, 2016 and 2015, we had foreign, state, and local tax credit carryforwards, the tax benefits of which total approximately $1.8 million and $3.2 million, respectively. At December 31, 2016 we had interest deduction carryforwards in Italy of $9.8 million. As of December 31, 2016 and 2015, valuation allowances of $11.3 million and $3.9 million, respectively, were recorded for a portion of the deferred tax assets related to net operating loss, tax credit carryforwards and interest deduction carryforwards. The $7.4 million net increase in valuation allowances was primarily due to a $6.8 million valuation allowance provided on certain interest deduction carryforwards suspended due to Italy's thin capitalization constraints, and a $1.0 million increase attributable to acquired foreign net operating loss carryforwards. These increases were partially offset by a $0.4 million decrease attributable to our judgment regarding the realization of other losses and tax credits.
The net operating loss carryforwards expire over the period from 2017 through 2037. Foreign tax credit carryforwards expire over the period from 2017 through 2026, while the state and local tax credits primarily have no expiration. The interest deduction carryforwards do not expire. Realization of these deferred tax assets is dependent on the generation of sufficient taxable income prior to the expiration dates. Based on historical and projected operating results, we believe that it is more likely than not that earnings will be sufficient to realize the deferred tax assets for which valuation allowances have not been provided. While we expect to realize the deferred tax assets, net of valuation allowances, changes in estimates of future taxable income or in tax laws may alter this expectation.
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands):
 
2016
 
2015
 
2014
Balance at January 1
$
2,273

 
$
2,630

 
$
1,445

Additions for acquired tax positions

 
80

 
2,322

Additions based on tax positions related to the current year
5

 
302

 
302

Reductions for tax positions of prior years

 
(743
)
 

Lapse of statutes of limitations
(132
)
 
(119
)
 
(134
)
Settlements with taxing authorities

 

 
(1,182
)
Currency exchange rate fluctuations

 
123

 
(123
)
Balance at December 31
$
2,146

 
$
2,273

 
$
2,630



Included in the balance of unrecognized tax benefits above as of December 31, 2016, 2015 and 2014 are $1.4 million, $1.5 million and $1.9 million, respectively, of tax benefits that, if recognized, would affect the effective tax rate. The balance of unrecognized tax benefits at December 31, 2016, 2015 and 2014 also includes $0.8 million, $0.8 million, and $0.7 million respectively, of tax benefits that, if recognized, would result in adjustments to deferred taxes.
The Company recognizes interest and penalties accrued related to unrecognized tax benefits as income tax expense. Attributable to the unrecognized tax benefits noted above, the Company had accumulated interest and penalties of $0.8 million at both December 31, 2016 and 2015. During each of the years ended December 31, 2016, 2015, and 2014, $0.1 million of interest and penalties were recorded through the income tax provision, prior to any reversals for lapses in the statutes of limitations.
During the twelve months beginning January 1, 2017, it is reasonably possible that we will reduce unrecognized tax benefits by up to approximately $0.5 million, all of which would impact our effective tax rate, primarily as a result of the expiration of certain statutes of limitations.
In the U.S., the Internal Revenue Service has completed an examination of the U.S. Federal consolidated tax returns through 2013. Tax years from 2011 and onward are subject to income tax examinations by various U.S. state and local jurisdictions. In the U.K., with limited exception, tax years through 2010 are no longer subject to inquiry. Certain Canadian operations are under examination for the years 2010 to 2012. In Italy, certain issues from 2007 through 2012 are subject to litigation with the Italian tax authorities. In addition, certain Italian operations are under examination for the 2011 tax year. In the Netherlands, tax years through 2014 have been assessed. Adjustments from such examinations, if any, are not expected to have a material effect on our consolidated financial statements.
Segment and Geographic Information
Segment and Geographic Information
Segment and Geographic Information
We have five operating segments: Wholesale – North America; Europe; Specialty; Glass and Self Service. Our Wholesale – North America, Glass, and Self Service operating segments are aggregated into one reportable segment, North America, because they possess similar economic characteristics and have common products and services, customers, and methods of distribution. Our reportable segments are organized based on a combination of geographic areas served and type of product lines offered. The reportable segments are managed separately as each business serves different customers (i.e. geographic in the case of North America and Europe and product type in the case of Specialty) and is affected by different economic conditions. Therefore, we present three reportable segments: North America, Europe and Specialty.
We are combining the continuing aftermarket products business of the Glass operating segment into our Wholesale – North America operating segment, which we expect to complete in 2017.
    
The following tables present our financial performance by reportable segment for the periods indicated (in thousands):
 
North America
 
Europe
 
Specialty
 
Eliminations
 
Consolidated
Year Ended December 31, 2016
 
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
 
Third Party
$
4,470,900

 
$
2,920,470

 
$
1,192,661

 
$

 
$
8,584,031

Intersegment
739

 

 
4,048

 
(4,787
)
 

Total segment revenue
$
4,471,639

 
$
2,920,470

 
$
1,196,709

 
$
(4,787
)
 
$
8,584,031

Segment EBITDA
$
596,333

 
$
283,608

 
$
125,039

 
$

 
$
1,004,980

Depreciation and amortization (1)
81,395

 
94,979

 
21,960

 

 
198,334

Year Ended December 31, 2015
 
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
 
Third Party
$
4,145,998

 
$
1,995,385

 
$
1,051,250

 
$

 
$
7,192,633

Intersegment
835

 
70

 
3,334

 
(4,239
)
 

Total segment revenue
$
4,146,833

 
$
1,995,455

 
$
1,054,584

 
$
(4,239
)
 
$
7,192,633

Segment EBITDA
$
547,405

 
$
200,563

 
$
106,561

 
$

 
$
854,529

Depreciation and amortization (1)
70,369

 
36,446

 
21,377

 

 
128,192

Year Ended December 31, 2014
 
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
 
Third Party
$
4,088,701

 
$
1,846,155

 
$
805,208

 
$

 
$
6,740,064

Intersegment
589

 

 
1,807

 
(2,396
)
 

Total segment revenue
$
4,089,290

 
$
1,846,155

 
$
807,015

 
$
(2,396
)
 
$
6,740,064

Segment EBITDA
$
543,943

 
$
167,155

 
$
79,453

 
$

 
$
790,551

Depreciation and amortization (1)
70,434

 
34,391

 
20,612

 

 
125,437


(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 (loss) of unconsolidated subsidiaries. EBITDA, which is the basis for Segment EBITDA, is calculated as net income excluding discontinued operations, depreciation, amortization, interest (which includes loss on debt extinguishment) and income tax expense.

The table below provides a reconciliation of Net Income to Segment EBITDA (in thousands):
 
Year Ended December 31,
2016
 
2015
 
2014
Net income
$
463,975

 
$
423,223

 
$
381,519

Subtract:
 
 
 
 
 
Income from discontinued operations, net of tax
7,852

 

 

Income from continuing operations
456,123

 
423,223

 
381,519

Add:
 
 
 
 
 
Depreciation and amortization
191,433

 
122,120

 
120,719

Depreciation and amortization - cost of goods sold
6,901

 
6,072

 
4,718

Interest expense, net
87,682

 
57,342

 
63,947

Loss on debt extinguishment
26,650

 

 
324

Provision for income taxes
220,566

 
219,703

 
204,264

EBITDA
989,355

 
828,460

 
775,491

Subtract:
 
 
 
 
 
Equity in earnings (loss) of unconsolidated subsidiaries
(592
)
 
(6,104
)
 
(2,105
)
Gains on foreign exchange contracts- acquisition related (1)
18,342

 

 

Gain on bargain purchase (2)
8,207

 

 

Add:
 
 
 
 
 
Restructuring and acquisition related expenses(3)
37,762

 
19,511

 
14,806

    Inventory step-up adjustment - acquisition related (4)
3,614

 

 

Change in fair value of contingent consideration liabilities
206

 
454

 
(1,851
)
Segment EBITDA
$
1,004,980

 
$
854,529

 
$
790,551



(1) Reflects gains on foreign currency forwards used to fix the euro purchase price of Rhiag. See Note 2, "Business Combinations," for further information.
(2) Reflects the gain on bargain purchase related to our acquisition of Andrew Page. See Note 2, "Business Combinations," for further information.
(3) See Note 5, "Restructuring and Acquisition Related Expenses," for further information.
(4) Reflects the impact on Cost of Goods Sold of the step-up acquisition adjustment to record PGW aftermarket glass inventory at its fair value.
     
The following table presents capital expenditures by reportable segment (in thousands):
 
Year Ended December 31,
2016
 
2015
 
2014
Capital Expenditures
 
 
 
 
 
North America
$
91,618

 
$
72,048

 
$
86,172

Europe
77,689

 
79,072

 
44,896

Specialty
13,611

 
19,370

 
9,882

Discontinued operations
24,156

 

 

Total capital expenditures
$
207,074

 
$
170,490

 
$
140,950


The following table presents assets by reportable segment (in thousands):
 
December 31,
2016
 
2015
 
2014
Receivables, net
 
 
 
 
 
North America (1)
$
352,930

 
$
314,743

 
$
322,713

Europe (1)
443,281

 
215,710

 
227,987

Specialty
64,338

 
59,707

 
50,722

Total receivables, net
860,549

 
590,160

 
601,422

Inventories
 
 
 
 
 
North America (1)
917,311

 
847,787

 
826,429

Europe (1)
718,729

 
427,323

 
402,488

Specialty
299,197

 
281,442

 
204,930

Total inventories
1,935,237

 
1,556,552

 
1,433,847

Property and Equipment, net
 
 
 
 
 
North America (1)
506,274

 
467,961

 
456,288

Europe (1)
247,910

 
175,455

 
128,309

Specialty
57,392

 
53,151

 
45,390

Total property and equipment, net
811,576

 
696,567

 
629,987

Equity Method Investments
 
 
 
 
 
North America
336

 
628

 
536

Europe (2)
183,131

 
2,127

 
7,592

Total equity method investments
183,467

 
2,755

 
8,128

Other unallocated assets
4,512,370

 
2,801,803

 
2,802,355

Total assets
$
8,303,199

 
$
5,647,837

 
$
5,475,739


(1) The increase in assets for our North America and Europe segments primarily relates to the PGW aftermarket and Rhiag acquisitions, respectively. See Note 2, "Business Combinations" for further details.
(2) The increase in Europe relates primarily to our investment in Mekonomen as described in Note 4, "Summary of Significant Accounting Policies."
We report net receivables, inventories, and net property 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 expenses and other current and noncurrent assets, goodwill, intangibles, assets from discontinued operations and income taxes.
The majority of our operations are conducted in the U.S. Our European operations are located in the U.K., the Netherlands, Belgium, France, Sweden, and Norway. As part of the Rhiag acquisition, we expanded our operations into Italy, Czech Republic, Switzerland, Hungary, Romania, Ukraine, Bulgaria, Slovakia, and Spain. 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):
 
Year Ended December 31,
 
2016
 
2015
 
2014
Revenue
 
 
 
 
 
United States
$
5,226,918

 
$
4,831,875

 
$
4,499,743

United Kingdom
1,390,775

 
1,382,432

 
1,321,786

Other countries
1,966,338

 
978,326

 
918,535

Total revenue
$
8,584,031

 
$
7,192,633

 
$
6,740,064



The following table sets forth our tangible long-lived assets by geographic area (in thousands):
 
December 31,
 
2016
 
2015
 
2014
Long-lived Assets
 
 
 
 
 
United States
$
531,425

 
$
493,300

 
$
469,450

United Kingdom
159,689

 
138,546

 
92,813

Other countries
120,462

 
64,721

 
67,724

Total long-lived assets
$
811,576

 
$
696,567

 
$
629,987



The following table sets forth our revenue by product category (in thousands):
 
Year Ended December 31,
 
2016
 
2015
 
2014
Aftermarket, other new and refurbished products
$
6,441,160

 
$
5,116,373

 
$
4,613,454

Recycled, remanufactured and related products and services
1,703,485

 
1,597,578

 
1,473,305

Other
439,386

 
478,682

 
653,305

Total revenue
$
8,584,031

 
$
7,192,633

 
$
6,740,064

    
Our North American reportable segment generates revenue from all of our product categories, while our European and Specialty segments generate revenue primarily from the sale of aftermarket 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.
Selected Quarterly Data
Selected Quarterly Data
Selected Quarterly Data (unaudited)
The following table presents unaudited selected quarterly financial data for the two years ended December 31, 2016. The operating results for any quarter are not necessarily indicative of the results for any future period.
 
Quarter Ended
(In thousands, except per share data)
Dec. 31
 
Sep. 30
 
Jun. 30
 
Mar. 31
2016
 
 
 
 
 
 
 
Revenue
$
2,150,406

 
$
2,207,343

 
$
2,304,806

 
$
1,921,476

Gross margin
830,006

 
855,444

 
905,816

 
760,437

Operating income
161,880

 
183,401

 
232,445

 
185,672

Income from continuing operations
96,298

 
109,844

 
137,810

 
112,171

(Loss) income from discontinued operations
(9,967
)
 
12,844

 
4,975

 

Net income (1)
86,331

 
122,688

 
142,785

 
112,171

Basic earnings per share from continuing operations (1),(2)
$
0.31

 
$
0.36

 
$
0.45

 
$
0.37

Diluted earnings per share from continuing operations (1),(2)
$
0.31

 
$
0.35

 
$
0.45

 
$
0.36

 
Quarter Ended
(In thousands, except per share data)
Dec. 31
 
Sep. 30
 
Jun. 30
 
Mar. 31
2015
 
 
 
 
 
 
 
Revenue
$
1,748,919

 
$
1,831,732

 
$
1,838,070

 
$
1,773,912

Gross margin
697,327

 
712,779

 
723,944

 
699,479

Operating income
151,671

 
166,745

 
200,285

 
185,926

Net income
95,060

 
101,346

 
119,722

 
107,095

Basic earnings per share from continuing operations (2)
$
0.31

 
$
0.33

 
$
0.39

 
$
0.35

Diluted earnings per share from continuing operations (2)
$
0.31

 
$
0.33

 
$
0.39

 
$
0.35


(1)
During the third quarter of 2016, the Company elected to early adopt ASU 2016-09 effective January 1, 2016. The quarterly amounts above reflect the impact of adoption. See Note 4, "Summary of Significant Accounting Policies" for further information.
(2)
The sum of the quarters may not equal the total of the respective year's earnings per share on either a basic or diluted basis due to changes in weighted average shares outstanding throughout the year.
The 2016 amounts presented above include the results of operations of Rhiag, from its acquisition effective March 18, 2016, and PGW, from its acquisition effective April 21, 2016.
Condensed Consolidating Financial Information
Condensed Consolidating Financial Information
Condensed Consolidating Financial Information

LKQ Corporation (the "Parent") issued, and certain of its 100% owned subsidiaries (the "Guarantors") have fully and unconditionally guaranteed, jointly and severally, the U.S. 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 U.S. 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 U.S. 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 U.S. Notes; and (iv) upon legal defeasance, covenant defeasance or satisfaction and discharge of the Indenture, as defined in the Indenture.

Presented below are the condensed consolidating financial statements of the Parent, the Guarantors, the non-guarantor subsidiaries (the "Non-Guarantors"), and the elimination entries necessary to present our financial statements on a consolidated basis as required by Rule 3-10 of Regulation S-X of the Securities Exchange Act of 1934 resulting from the guarantees of the U.S. Notes. 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 revenues and expenses. The condensed consolidating financial statements below have been prepared from our financial information on the same basis of accounting as the consolidated financial statements, and may not necessarily be indicative of the financial position, results of operations or cash flows had the the Parent, the Guarantors and the Non-Guarantors operated as independent entities.

LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Income
(In thousands)
 
Year Ended December 31, 2016
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Revenue
$

 
$
5,467,430

 
$
3,301,503

 
$
(184,902
)
 
$
8,584,031

Cost of goods sold

 
3,313,503

 
2,103,727

 
(184,902
)
 
5,232,328

Gross margin

 
2,153,927

 
1,197,776

 

 
3,351,703

Facility and warehouse expenses

 
475,487

 
213,431

 

 
688,918

Distribution expenses

 
453,192

 
230,620

 

 
683,812

Selling, general and administrative expenses
34,163

 
521,909

 
430,308

 

 
986,380

Restructuring and acquisition related expenses

 
21,162

 
16,600

 

 
37,762

Depreciation and amortization
132

 
94,165

 
97,136

 

 
191,433

Operating (loss) income
(34,295
)
 
588,012

 
209,681

 

 
763,398

Other expense (income):
 
 
 
 
 
 
 
 
 
Interest expense
59,415

 
547

 
28,301

 

 
88,263

Intercompany interest (income) expense, net
(27,470
)
 
17,124

 
10,346

 

 

Loss on debt extinguishment
2,894

 

 
23,756

 

 
26,650

Gain on foreign exchange contracts - acquisition related
(18,342
)
 

 

 

 
(18,342
)
Gain on bargain purchase

 

 
(8,207
)
 

 
(8,207
)
Interest and other expense (income), net
470

 
(3,773
)
 
1,056

 

 
(2,247
)
Total other expense, net
16,967

 
13,898

 
55,252

 

 
86,117

(Loss) income from continuing operations before (benefit) provision for income taxes
(51,262
)
 
574,114

 
154,429

 

 
677,281

(Benefit) provision for income taxes
(20,498
)
 
213,794

 
27,270

 

 
220,566

Equity in earnings (loss) of unconsolidated subsidiaries
(795
)
 

 
203

 

 
(592
)
Equity in earnings of subsidiaries
487,682

 
22,314

 

 
(509,996
)
 

Income from continuing operations
456,123

 
382,634

 
127,362

 
(509,996
)
 
456,123

Income from discontinued operations, net of tax
7,852

 
7,852

 
3,285

 
(11,137
)
 
7,852

Net income
$
463,975

 
$
390,486

 
$
130,647

 
$
(521,133
)
 
$
463,975

LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Income
(In thousands)
 
Year Ended December 31, 2015
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Revenue
$

 
$
4,965,355

 
$
2,357,655

 
$
(130,377
)
 
$
7,192,633

Cost of goods sold

 
3,010,820

 
1,478,661

 
(130,377
)
 
4,359,104

Gross margin

 
1,954,535

 
878,994

 

 
2,833,529

Facility and warehouse expenses

 
408,828

 
147,213

 

 
556,041

Distribution expenses

 
408,112

 
194,785

 

 
602,897

Selling, general and administrative expenses
32,946

 
490,530

 
304,857

 

 
828,333

Restructuring and acquisition related expenses

 
13,962

 
5,549

 

 
19,511

Depreciation and amortization
154

 
82,058

 
39,908

 

 
122,120

Operating (loss) income
(33,100
)
 
551,045

 
186,682

 

 
704,627

Other expense (income):
 
 
 
 
 
 
 
 
 
Interest expense
47,626

 
669

 
9,565

 

 
57,860

Intercompany interest (income) expense, net
(41,904
)
 
28,944

 
12,960

 

 

Interest and other expense (income), net
99

 
(7,414
)
 
5,052

 

 
(2,263
)
Total other expense, net
5,821

 
22,199

 
27,577

 

 
55,597

(Loss) income from continuing operations before (benefit) provision for income taxes
(38,921
)
 
528,846

 
159,105

 

 
649,030

(Benefit) provision for income taxes
(16,054
)
 
205,176

 
30,581

 

 
219,703

Equity in earnings (loss) of unconsolidated subsidiaries
(1,000
)
 
59

 
(5,163
)
 

 
(6,104
)
Equity in earnings of subsidiaries
447,090

 
24,632

 

 
(471,722
)
 

Net income
$
423,223

 
$
348,361

 
$
123,361

 
$
(471,722
)
 
$
423,223

LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Income
(In thousands)
 
Year Ended December 31, 2014
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Revenue
$

 
$
4,649,391

 
$
2,221,831

 
$
(131,158
)
 
$
6,740,064

Cost of goods sold

 
2,813,427

 
1,405,882

 
(131,158
)
 
4,088,151

Gross margin

 
1,835,964

 
815,949

 

 
2,651,913

Facility and warehouse expenses

 
382,937

 
143,354

 

 
526,291

Distribution expenses

 
389,430

 
187,911

 

 
577,341

Selling, general and administrative expenses
25,770

 
460,516

 
276,602

 

 
762,888

Restructuring and acquisition related expenses

 
8,628

 
6,178

 

 
14,806

Depreciation and amortization
218

 
81,253

 
39,248

 

 
120,719

Operating (loss) income
(25,988
)
 
513,200

 
162,656

 

 
649,868

Other expense (income):
 
 
 
 
 
 
 
 
 
Interest expense
50,636

 
635

 
13,271

 

 
64,542

Intercompany interest (income) expense, net
(48,556
)
 
23,865

 
24,691

 

 

Loss on debt extinguishment
324

 

 

 

 
324

Interest and other expense (income), net
230

 
(8,359
)
 
5,243

 

 
(2,886
)
Total other expense, net
2,634

 
16,141

 
43,205

 

 
61,980

(Loss) income from continuing operations before (benefit) provision for income taxes
(28,622
)
 
497,059

 
119,451

 

 
587,888

(Benefit) provision for income taxes
(10,536
)
 
190,456

 
24,344

 

 
204,264

Equity in earnings (loss) of unconsolidated subsidiaries

 
40

 
(2,145
)
 

 
(2,105
)
Equity in earnings of subsidiaries
399,605

 
28,846

 

 
(428,451
)
 

Net income
$
381,519

 
$
335,489

 
$
92,962

 
$
(428,451
)
 
$
381,519



LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Comprehensive Income
(In thousands)
 
Year Ended December 31, 2016
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Net income
$
463,975

 
$
390,486

 
$
130,647

 
$
(521,133
)
 
$
463,975

Other comprehensive (loss) income:
 
 
 
 
 
 
 
 
 
Foreign currency translation
(175,639
)
 
(48,914
)
 
(177,911
)
 
226,825

 
(175,639
)
Net change in unrecognized gains/losses on derivative instruments, net of tax
9,023

 
133

 
389

 
(522
)
 
9,023

Net change in unrealized gains/losses on pension plans, net of tax
4,911

 
3,962

 
1,061

 
(5,023
)
 
4,911

Total other comprehensive loss
(161,705
)
 
(44,819
)
 
(176,461
)
 
221,280

 
(161,705
)
Total comprehensive income
$
302,270

 
$
345,667

 
$
(45,814
)
 
$
(299,853
)
 
$
302,270




LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Comprehensive Income
(In thousands)
 
Year Ended December 31, 2015
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Net income
$
423,223

 
$
348,361

 
$
123,361

 
$
(471,722
)
 
$
423,223

Other comprehensive (loss) income:
 
 
 
 
 
 
 
 
 
Foreign currency translation
(69,817
)
 
(20,359
)
 
(65,878
)
 
86,237

 
(69,817
)
Net change in unrecognized gains/losses on derivative instruments, net of tax
2,469

 

 
294

 
(294
)
 
2,469

Net change in unrealized gains/losses on pension plans, net of tax
2,103

 

 
2,103

 
(2,103
)
 
2,103

Total other comprehensive loss
(65,245
)
 
(20,359
)
 
(63,481
)
 
83,840

 
(65,245
)
Total comprehensive income
$
357,978

 
$
328,002

 
$
59,880

 
$
(387,882
)
 
$
357,978




LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Comprehensive Income
(In thousands)
 
Year Ended December 31, 2014
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Net income
$
381,519

 
$
335,489

 
$
92,962

 
$
(428,451
)
 
$
381,519

Other comprehensive (loss) income:
 
 
 
 
 
 
 
 
 
Foreign currency translation
(51,979
)
 
(17,710
)
 
(49,559
)
 
67,269

 
(51,979
)
Net change in unrecognized gains/losses on derivative instruments, net of tax
2,195

 

 
(444
)
 
444

 
2,195

Net change in unrealized gain on pension plans, net of tax
(10,452
)
 

 
(10,452
)
 
10,452

 
(10,452
)
Total other comprehensive loss
(60,236
)
 
(17,710
)
 
(60,455
)
 
78,165

 
(60,236
)
Total comprehensive income
$
321,283

 
$
317,779

 
$
32,507

 
$
(350,286
)
 
$
321,283


LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Balance Sheets
(In thousands)
 
December 31, 2016
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
 
 
Cash and equivalents
$
33,030

 
$
35,360

 
$
159,010

 
$

 
$
227,400

Receivables, net

 
248,188

 
612,361

 

 
860,549

Intercompany receivables, net
2,805

 
11,237

 
8,837

 
(22,879
)
 

Inventories

 
1,149,763

 
785,474

 

 
1,935,237

Prepaid expenses and other current assets
1,640

 
43,165

 
42,963

 

 
87,768

Assets of discontinued operations

 
357,788

 
98,852

 

 
456,640

Total Current Assets
37,475

 
1,845,501

 
1,707,497

 
(22,879
)
 
3,567,594

Property and Equipment, net
239

 
527,705

 
283,632

 

 
811,576

Intangible Assets:
 
 
 
 
 
 
 
 
 
Goodwill

 
1,851,274

 
1,203,495

 

 
3,054,769

Other intangibles, net

 
153,689

 
430,542

 

 
584,231

Investment in Subsidiaries
5,067,297

 
242,032

 

 
(5,309,329
)
 

Intercompany Notes Receivable
1,510,534

 
800,283

 

 
(2,310,817
)
 

Equity Method Investments

 
336

 
183,131

 

 
183,467

Other Assets
59,726

 
25,177

 
22,347

 
(5,688
)
 
101,562

Total Assets
$
6,675,271

 
$
5,445,997

 
$
3,830,644

 
$
(7,648,713
)
 
$
8,303,199

Liabilities and Stockholders’ Equity
 
 
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
1,309

 
$
244,074

 
$
388,390

 
$

 
$
633,773

Intercompany payables, net
11,237

 
8,837

 
2,805

 
(22,879
)
 

Accrued expenses:
 
 
 
 
 
 
 
 
 
Accrued payroll-related liabilities
6,404

 
58,187

 
54,164

 

 
118,755

Self-insurance reserves

 
39,059

 
489

 

 
39,548

Other accrued expenses
5,502

 
55,228

 
108,823

 

 
169,553

Other current liabilities
4,283

 
18,456

 
15,204

 

 
37,943

Current portion of long-term obligations
37,710

 
1,097

 
27,302

 

 
66,109

Liabilities of discontinued operations

 
110,890

 
34,214

 

 
145,104

Total Current Liabilities
66,445

 
535,828

 
631,391

 
(22,879
)
 
1,210,785

Long-Term Obligations, Excluding Current Portion
2,371,578

 
8,356

 
895,728

 

 
3,275,662

Intercompany Notes Payable
750,000

 
1,074,218

 
486,599

 
(2,310,817
)
 

Deferred Income Taxes

 
95,765

 
109,580

 
(5,688
)
 
199,657

Other Noncurrent Liabilities
44,299

 
90,722

 
39,125

 

 
174,146

Stockholders’ Equity
3,442,949

 
3,641,108

 
1,668,221

 
(5,309,329
)
 
3,442,949

Total Liabilities and Stockholders' Equity
$
6,675,271

 
$
5,445,997

 
$
3,830,644

 
$
(7,648,713
)
 
$
8,303,199



LKQ CORPORATION AND SUBSIDIARIES
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

 
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 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
)
 

Equity Method Investments

 
628

 
2,127

 

 
2,755

Other Assets
35,649

 
27,556

 
16,091

 
(5,856
)
 
73,440

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

Self-insurance reserves

 
37,499

 
260

 

 
37,759

Other accrued expenses
5,399

 
43,387

 
75,680

 

 
124,466

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
Condensed Consolidating Statements of Cash Flows
(In thousands)
 
Year Ended December 31, 2016
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
$
308,299

 
$
539,318

 
$
99,894

 
$
(312,497
)
 
$
635,014

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Purchases of property and equipment
(36
)
 
(120,761
)
 
(86,277
)
 

 
(207,074
)
Investment and intercompany note activity with subsidiaries
(1,720,732
)
 

 

 
1,720,732

 

Acquisitions, net of cash acquired

 
(685,278
)
 
(664,061
)
 

 
(1,349,339
)
Proceeds from foreign exchange contracts
18,342

 

 

 

 
18,342

Other investing activities, net
3

 
(2,447
)
 
(169,413
)
 

 
(171,857
)
Net cash used in investing activities
(1,702,423
)
 
(808,486
)
 
(919,751
)
 
1,720,732

 
(1,709,928
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Proceeds from exercise of stock options
7,963

 

 

 

 
7,963

Taxes paid related to net share settlements of stock-based compensation awards
(4,438
)
 

 

 

 
(4,438
)
Debt issuance costs
(7,104
)
 

 
(9,450
)
 

 
(16,554
)
Proceeds from issuance of Euro notes

 

 
563,450

 

 
563,450

Borrowings under revolving credit facilities
1,744,408

 

 
892,188

 

 
2,636,596

Repayments under revolving credit facilities
(654,000
)
 

 
(1,094,664
)
 

 
(1,748,664
)
Borrowings under term loans
332,954

 

 
249,161

 

 
582,115

Repayments under term loans
(10,898
)
 

 
(244,894
)
 

 
(255,792
)
Borrowings under receivables securitization facility

 

 
106,400

 

 
106,400

Repayments under receivables securitization facility

 

 
(69,400
)
 

 
(69,400
)
Repayments of other debt, net
653

 
(2,935
)
 
(28,874
)
 

 
(31,156
)
Repayment of Rhiag debt and related payments

 

 
(543,347
)
 

 
(543,347
)
Payments of other obligations

 
(1,436
)
 


 

 
(1,436
)
Investment and intercompany note activity with parent

 
608,270

 
1,112,462

 
(1,720,732
)
 

Dividends

 
(312,497
)
 

 
312,497

 

Net cash provided by financing activities
1,409,538

 
291,402

 
933,032

 
(1,408,235
)
 
1,225,737

Effect of exchange rate changes on cash and equivalents

 
(157
)
 
(3,547
)
 

 
(3,704
)
Net increase in cash and equivalents
15,414

 
22,077

 
109,628

 

 
147,119

Cash and equivalents, beginning of period
17,616

 
13,432

 
56,349

 

 
87,397

Cash and equivalents of continuing and discontinued operations, end of period
33,030

 
35,509

 
165,977

 

 
234,516

Less: Cash and equivalents of discontinued operations, end of period

 
(149
)
 
(6,967
)
 

 
(7,116
)
Cash and equivalents, end of period
$
33,030

 
$
35,360

 
$
159,010

 
$

 
$
227,400


LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Cash Flows
(In thousands)
 
Year Ended December 31, 2015
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
$
262,812

 
$
393,422

 
$
136,361

 
$
(248,313
)
 
$
544,282

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Purchases of property and equipment
(1
)
 
(85,868
)
 
(84,621
)
 

 
(170,490
)
Investment and intercompany note activity with subsidiaries
(66,712
)
 

 

 
66,712

 

Acquisitions, net of cash acquired

 
(118,963
)
 
(41,554
)
 

 
(160,517
)
Other investing activities, net

 
5,446

 
(4,432
)
 

 
1,014

Net cash used in investing activities
(66,713
)
 
(199,385
)
 
(130,607
)
 
66,712

 
(329,993
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Proceeds from exercise of stock options
8,168

 

 

 

 
8,168

Taxes paid related to net share settlements of stock-based compensation awards
(7,581
)
 

 

 

 
(7,581
)
Debt issuance costs

 

 
(97
)
 

 
(97
)
Borrowings under revolving credit facilities
212,000

 

 
101,142

 

 
313,142

Repayments under revolving credit facilities
(352,000
)
 

 
(93,282
)
 

 
(445,282
)
Repayments under term loans
(22,500
)
 

 

 

 
(22,500
)
Borrowings under receivables securitization facility

 

 
3,858

 

 
3,858

Repayments under receivables securitization facility

 

 
(35,758
)
 

 
(35,758
)
Repayments (borrowings) of other debt, net
(31,500
)
 
(3,457
)
 
5,261

 

 
(29,696
)
Payments of other obligations

 
(21,896
)
 
(895
)
 

 
(22,791
)
Investment and intercompany note activity with parent

 
60,910

 
5,802

 
(66,712
)
 

Dividends

 
(248,313
)
 

 
248,313

 

Net cash used in financing activities
(193,413
)
 
(212,756
)
 
(13,969
)
 
181,601

 
(238,537
)
Effect of exchange rate changes on cash and equivalents

 
48

 
(3,008
)
 

 
(2,960
)
Net increase (decrease) in cash and equivalents
2,686

 
(18,671
)
 
(11,223
)
 

 
(27,208
)
Cash and equivalents, beginning of period
14,930

 
32,103

 
67,572

 

 
114,605

Cash and equivalents, end of period
$
17,616

 
$
13,432

 
$
56,349

 
$

 
$
87,397


LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Cash Flows
(In thousands)
 
Year Ended December 31, 2014
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
$
289,035

 
$
427,249

 
$
(53,348
)
 
$
(274,225
)
 
$
388,711

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Purchases of property and equipment
(44
)
 
(85,182
)
 
(55,724
)
 

 
(140,950
)
Investment and intercompany note activity with subsidiaries
(477,007
)
 
(608
)
 

 
477,615

 

Acquisitions, net of cash acquired

 
(635,171
)
 
(140,750
)
 

 
(775,921
)
Other investing activities, net

 
768

 
(4,891
)
 

 
(4,123
)
Net cash used in investing activities
(477,051
)
 
(720,193
)
 
(201,365
)
 
477,615

 
(920,994
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Proceeds from exercise of stock options
9,324

 

 

 

 
9,324

Taxes paid related to net share settlements of stock-based compensation awards
(443
)
 

 

 

 
(443
)
Debt issuance costs
(3,675
)
 

 
(75
)
 

 
(3,750
)
Borrowings under revolving credit facilities
867,000

 

 
720,644

 

 
1,587,644

Repayments under revolving credit facilities
(727,000
)
 

 
(371,518
)
 

 
(1,098,518
)
Borrowings under term loans
11,250

 

 

 

 
11,250

Repayments under term loans
(16,875
)
 

 

 

 
(16,875
)
Borrowings under receivables securitization facility

 

 
95,050

 

 
95,050

Repayments under receivables securitization facility

 

 
(150
)
 

 
(150
)
Repayments of other debt, net
(1,921
)
 
(2,310
)
 
(35,820
)
 

 
(40,051
)
Payments of other obligations

 
(464
)
 
(41,528
)
 

 
(41,992
)
Other financing activities, net
(12,640
)
 
12,340

 

 

 
(300
)
Investment and intercompany note activity with parent

 
576,384

 
(98,769
)
 
(477,615
)
 

Dividends

 
(274,225
)
 

 
274,225

 

Net cash provided by financing activities
125,020

 
311,725

 
267,834

 
(203,390
)
 
501,189

Effect of exchange rate changes on cash and equivalents

 
(371
)
 
(4,418
)
 

 
(4,789
)
Net (decrease) increase in cash and equivalents
(62,996
)
 
18,410

 
8,703

 

 
(35,883
)
Cash and equivalents, beginning of period
77,926

 
13,693

 
58,869

 

 
150,488

Cash and equivalents, end of period
$
14,930

 
$
32,103

 
$
67,572

 
$

 
$
114,605

Schedule II-Valuation and Qualifying Accounts and Reserves Schedule II-Valuation and Qualifying Accounts and Reserves Schedule II-Valuation and Qualifying Accounts and Reserves Schedule II-Valuation and Qualifying Accounts and Reserves (Notes)
Schedule II-Valuation and Qualifying Accounts and Reserves
Schedule II—Valuation and Qualifying Accounts and Reserves
(in thousands)
Descriptions
 
Balance at
Beginning of
Period
 
Additions
Charged to
Costs and
Expenses
 
Deductions
 
Acquisitions  and
Other
 
Balance at End
of Period
 
 
 
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
 
 
 
 
 
 
 
 
 
 
Year ended December 31, 2016
 
$
24,583

 
$
13,280

 
$
(21,829
)
 
$
29,574

 
$
45,608

Year ended December 31, 2015
 
19,426

 
13,654

 
(9,486
)
 
989

 
24,583

Year ended December 31, 2014
 
14,360

 
9,814

 
(9,184
)
 
4,436

 
19,426

 
 
 
 
 
 
 
 
 
 
 
ALLOWANCE FOR ESTIMATED RETURNS, DISCOUNTS & ALLOWANCES:
 
 
 
 
 
 
 
 
 
 
Year ended December 31, 2016
 
32,774

 
$
1,088,426

 
$
(1,090,555
)
 
$
7,700

 
$
38,345

Year ended December 31, 2015
 
31,288

 
1,049,987

 
(1,051,439
)
 
2,938

 
32,774

Year ended December 31, 2014
 
26,636

 
955,615

 
(961,658
)
 
10,695

 
31,288

Summary of Significant Accounting Policies (Policies)
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of LKQ Corporation and its subsidiaries. All intercompany transactions and accounts have been eliminated.
Use of Estimates
In preparing our financial statements in conformity with accounting principles generally accepted in the United States of America, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
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 $38.3 million and $32.8 million at December 31, 2016 and 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 Consolidated Statements of Income and are shown as a current liability on our 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. Revenue also includes amounts billed to customers for shipping and handling. Distribution expenses in the accompanying Consolidated Statements of Income are the costs incurred to prepare and deliver products to customers.
Receivables and Allowance for Doubtful Accounts
In the normal course of business, we extend credit to customers after a review of each customer's credit history. We recorded a reserve for uncollectible accounts of approximately $45.6 million and $24.6 million at December 31, 2016 and 2015, respectively. The reserve is based upon the aging of the accounts receivable, our assessment of the collectability of specific customer accounts and historical experience. Receivables are written off once collection efforts have been exhausted. Recoveries of receivables previously written off are recorded when received. Our March 2016 acquisition of Rhiag and our April 2016 acquisition of PGW contributed $23.0 million and $1.4 million, respectively, to our reserve for uncollectible accounts. See Note 2, "Business Combinations" for further information on our acquisitions.
Concentrations of Credit Risk
Financial instruments that potentially subject us to significant concentration of credit risk consist primarily of cash and equivalents and accounts receivable. We control our exposure to credit risk associated with these instruments by (i) placing our cash and equivalents with several major financial institutions; (ii) holding high-quality financial instruments; and (iii) maintaining strict policies over credit extension that include credit evaluations, credit limits and monitoring procedures. In addition, our overall credit risk with respect to accounts receivable is limited to some extent because our customer base is composed of a large number of geographically diverse customers
Inventories
We classify our inventory into the following categories: (i) aftermarket and refurbished products and (ii) salvage and remanufactured products.
An aftermarket product is a new vehicle product manufactured by a company other than the original equipment manufacturer. For all of our aftermarket products, excluding our aftermarket automotive glass products, cost is established based on the average price we pay for parts; for our aftermarket automotive glass products inventory, cost is established using the first-in first-out method. Inventory cost for all of our aftermarket products includes expenses incurred for freight in and overhead costs; for items purchased from foreign companies, import fees and duties and transportation insurance are also included. Refurbished products are parts that require cosmetic repairs, such as wheels, bumper covers and lights; LKQ will apply new parts, products or materials to these parts in order to produce the finished product. Refurbished inventory cost is based on the average price we pay for cores, which are recycled automotive parts that are not suitable for sale as a replacement part without further processing. The cost of our refurbished inventory also includes expenses incurred for freight in, labor and other overhead costs.
A salvage product is a recycled vehicle part suitable for sale as a replacement part. Cost is established based upon the price we pay for a vehicle, including auction, storage and towing fees, as well as expenditures for buying and dismantling the vehicle. Inventory carrying value is determined using the average cost to sales percentage at each of our facilities and applying that percentage to the facility's inventory at expected selling prices, the assessment of which incorporates the sales probability based on a part's number of days in stock and historical demand. The average cost to sales percentage is derived from each facility's historical profitability for salvage vehicles. Remanufactured products are used parts that have been inspected, rebuilt, or reconditioned to restore functionality and performance, such as remanufactured engines and transmissions. Remanufactured inventory cost is based upon the price paid for cores, and also includes expenses incurred for freight in, direct manufacturing costs and overhead expenses.
For all inventory, carrying value is recorded at the lower of cost or market and is reduced to reflect current anticipated demand. If actual demand is lower than our estimates, additional reductions to inventory carrying value would be necessary in the period such determination is made.
Inventories consist of the following (in thousands):
 
December 31,
 
2016
 
2015
Aftermarket and refurbished products
$
1,540,257

 
$
1,146,162

Salvage and remanufactured products
394,980

 
410,390

Total inventories
$
1,935,237

 
$
1,556,552


 
    Our acquisitions completed during 2016, including our March 2016 acquisition of Rhiag and our April 2016 acquisition of PGW, contributed $387.4 million to our aftermarket and refurbished products inventory and $5.7 million to our salvage and remanufactured products inventory. See Note 2, "Business Combinations" for further information on our acquisitions.
Property and Equipment
Property and equipment are recorded at cost less accumulated depreciation. Expenditures for major additions and improvements that extend the useful life of the related asset are capitalized. As property and equipment are sold or retired, the applicable cost and accumulated depreciation are removed from the accounts and any resulting gain or loss thereon is recognized. Construction in progress consists primarily of building and land improvements at our existing facilities. Depreciation is calculated using the straight-line method over the estimated useful lives or, in the case of leasehold improvements, the term of the related lease and reasonably assured renewal periods, if shorter.
Our estimated useful lives are as follows:
Land improvements
10-20 years
Buildings and improvements
20-40 years
Machinery and equipment
3-20 years
Computer equipment and software
3-10 years
Vehicles and trailers
3-10 years
Furniture and fixtures
5-7 years

Property and equipment consists of the following (in thousands):
 
December 31,
 
2016
 
2015
Land and improvements
$
127,211

 
$
118,420

Buildings and improvements
209,773

 
183,480

Machinery and equipment
429,446

 
355,313

Computer equipment and software
120,316

 
130,363

Vehicles and trailers
138,263

 
101,201

Furniture and fixtures
28,405

 
24,332

Leasehold improvements
152,356

 
140,732

 
1,205,770

 
1,053,841

Less—Accumulated depreciation
(495,644
)
 
(437,946
)
Construction in progress
101,450

 
80,672

Total property and equipment, net
$
811,576

 
$
696,567



We record depreciation expense within Depreciation and Amortization on our Consolidated Statements of Income. Additionally, included in Cost of Goods Sold on the Consolidated Statements of Income is depreciation expense associated with our refurbishing, remanufacturing, and furnace operations as well as our distribution centers. Total depreciation expense for the years ended December 31, 2016, 2015 and 2014 was $114.8 million, $94.4 million, and $90.9 million, respectively.
Intangible Assets
Intangible assets consist primarily of goodwill (the cost of purchased businesses in excess of the fair value of the identifiable net assets acquired) and other specifically identifiable intangible assets, such as trade names, trademarks, customer and supplier relationships, software and other technology related assets, and covenants not to compete.
Goodwill is tested for impairment at least annually, and we performed annual impairment tests during the fourth quarters of 2016, 2015 and 2014. The results of all of these tests indicated that goodwill was not impaired. Goodwill impairment testing may also be performed on an interim basis when events or circumstances arise that may lead to impairment. We noted that the proximity of the PGW acquisition to the goodwill testing date resulted in a fair value estimate for the Glass aftermarket reporting unit that exceeded the carrying value by less than 10%. This aligns with our expectations as there has not been a significant change in the value of the business since the acquisition date while we continue to execute our integration plans.
The changes in the carrying amount of goodwill by reportable segment are as follows (in thousands):
 
North America
 
Europe
 
Specialty
 
Total
Balance as of January 1, 2014
$
1,358,937

 
$
578,507

 
$

 
$
1,937,444

Business acquisitions and adjustments to previously recorded goodwill
43,752

 
91,916

 
280,035

 
415,703

Exchange rate effects
(10,657
)
 
(53,604
)
 
9

 
(64,252
)
Balance as of December 31, 2014
$
1,392,032

 
$
616,819

 
$
280,044

 
$
2,288,895

Business acquisitions and adjustments to previously recorded goodwill
72,355

 
21,217

 
(1,397
)
 
92,175

Exchange rate effects
(18,537
)
 
(43,554
)
 
267

 
(61,824
)
Balance as of December 31, 2015
$
1,445,850

 
$
594,482

 
$
278,914

 
$
2,319,246

Business acquisitions and adjustments to previously recorded goodwill
226,483

 
614,437

 
1,889

 
842,809

Exchange rate effects
1,818

 
(108,943
)
 
(161
)
 
(107,286
)
Balance as of December 31, 2016
$
1,674,151

 
$
1,099,976

 
$
280,642

 
$
3,054,769



During the year ended December 31, 2016, we recorded $585.4 million of goodwill related to our acquisition of Rhiag and $205.1 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):
 
December 31, 2016
 
December 31, 2015
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Trade names and trademarks
$
286,008

 
$
(51,104
)
 
$
234,904

 
$
172,219

 
$
(43,458
)
 
$
128,761

Customer and supplier relationships
395,284

 
(92,079
)
 
303,205

 
95,508

 
(41,007
)
 
54,501

Software and other technology related assets
77,329

 
(35,648
)
 
41,681

 
44,500

 
(17,844
)
 
26,656

Covenants not to compete
11,726

 
(7,285
)
 
4,441

 
10,774

 
(5,575
)
 
5,199

 
$
770,347

 
$
(186,116
)
 
$
584,231

 
$
323,001

 
$
(107,884
)
 
$
215,117


    
The components of other intangibles acquired during the years ended December 31, 2016 and 2015 include the following (in thousands):
 
Year Ended
 
Year Ended
 
December 31, 2016
 
December 31, 2015
 
Rhiag
 
PGW
 
Other Acquisitions
 
Total
 
All Acquisitions (1)
Trade names and trademarks
$
127,351

 
$
5,500

 
$
1,015

 
$
133,866

 
$
3,555

Customer and supplier relationships
291,893

 
29,700

 

 
321,593

 
4,601

Software and other technology related assets
10,116

 
1,154

 
1,420

 
12,690

 
1,213

Covenants not to compete

 
1,600

 
102

 
1,702

 
557

 
$
429,360

 
$
37,954

 
$
2,537

 
$
469,851

 
$
9,926


(1) Includes adjustments to certain preliminary intangible asset valuations from our 2014 acquisitions.
Our estimated useful lives for our finite lived intangible assets are as follows:
 
Method of Amortization
 
Useful Life
Trade names and trademarks
Straight-line
 
4-30 years
Customer and supplier relationships
Accelerated
 
4-20 years
Software and other technology related assets
Straight-line
 
3-6 years
Covenants not to compete
Straight-line
 
1-5 years

Amortization expense for intangibles was $83.5 million, $33.8 million and $34.5 million during the years ended December 31, 2016, 2015 and 2014, respectively. Estimated amortization expense for each of the five years in the period ending December 31, 2021 is $90.7 million, $75.5 million, $62.2 million, $49.0 million and $41.5 million, respectively.
Impairment of Long-Lived Assets
Long-lived assets are reviewed for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. Other than the impairment recorded upon recognition of the PGW glass manufacturing business net assets as held for sale as discussed in Note 3, "Discontinued Operations," there were no material adjustments to the carrying value of long-lived assets during the years ended December 31, 2016, 2015 or 2014.
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. Our warranty reserve is recorded within Other accrued expenses and Other Noncurrent Liabilities on our Consolidated Balance Sheets based on the expected timing of the related payments. The changes in the warranty reserve are as follows (in thousands):
Balance as of January 1, 2015
$
14,881

Warranty expense
33,727

Warranty claims
(31,245
)
Balance as of December 31, 2015
$
17,363

Warranty expense
32,096

Warranty claims
(29,825
)
Balance as of December 31, 2016
$
19,634


Self-Insurance Reserves
We self-insure a portion of employee medical benefits under the terms of our employee health insurance program. We purchase certain stop-loss insurance to limit our liability exposure. We also self-insure a portion of our property and casualty risk, which includes automobile liability, general liability, directors and officers liability, workers' compensation, and property coverage, under deductible insurance programs. The insurance premium costs are expensed over the contract periods. A reserve for liabilities associated with these losses is established for claims filed and claims incurred but not yet reported based upon our estimate of ultimate cost, which is calculated using analysis of historical data. We monitor new claims and claim development as well as trends related to the claims incurred but not reported in order to assess the adequacy of our insurance reserves. Total self-insurance reserves were $84.5 million and $78.4 million, of which $39.5 million and $37.8 million was classified as current as of December 31, 2016 and 2015, respectively. The remaining balances of self-insurance reserves are classified as Other Noncurrent Liabilities, which reflects management's estimates of when claims will be paid. We had outstanding letters of credit of $70.5 million and $64.9 million at December 31, 2016 and 2015, respectively, to guarantee self-insurance claims payments. While we do not expect the amounts ultimately paid to differ significantly from our estimates, our insurance reserves and corresponding expenses could be affected if future claims experience differs significantly from historical trends and assumptions.
Income Taxes
Current income taxes are provided on income reported for financial reporting purposes, adjusted for transactions that do not enter into the computation of income taxes payable in the same year. Deferred income taxes have been provided to show the effect of temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before we are able to realize their benefit or that future deductibility is uncertain.
We recognize the benefits of uncertain tax positions taken or expected to be taken in tax returns in the provision for income taxes only for those positions that are more likely than not to be realized. We follow a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. Our policy is to include interest and penalties associated with income tax obligations in income tax expense.
U.S. federal income taxes are not provided on our interest in undistributed earnings of foreign subsidiaries when it is management's intent that such earnings will remain invested in those subsidiaries or other foreign subsidiaries. Taxes will be provided on these earnings in the period in which a decision is made to repatriate the earnings.
Investments in Unconsolidated Subsidiaries
Our investment in unconsolidated subsidiaries was $183.5 million as of December 31, 2016. On December 1, 2016, we acquired a 26.5% equity interest in Mekonomen AB ("Mekonomen") from AxMeko AB, an affiliate of Axel Johnson AB, for an aggregate purchase price of $181.3 million. Headquartered in Stockholm, Sweden, Mekonomen is the leading independent car parts and service chain in the Nordic region of Europe, offering a wide range of products including spare parts and accessories for cars, and workshop services for consumers and businesses. We are accounting for our interest in Mekonomen using the equity method of accounting, as our investment gives us the ability to exercise significant influence, but not control, over the investee. We are reporting our equity in the net earnings of Mekonomen on a one quarter lag, and therefore we recorded no equity in earnings for this investment in 2016.
In February 2016, we sold our investment in ACM Parts Pty Ltd. Our remaining investments in unconsolidated subsidiaries and equity in earnings of the investees as of and for the year ended December 31, 2016 were immaterial.
Rental Expense
We recognize rental expense on a straight-line basis over the respective lease terms, including reasonably assured renewal periods, for all of our operating leases.
Foreign Currency Translation
For most of our foreign operations, the local currency is the functional currency. Assets and liabilities are translated into U.S. dollars at the period-ending exchange rate. Statements of Income amounts are translated to U.S. dollars using monthly average exchange rates during the period. Translation gains and losses are reported as a component of Accumulated Other Comprehensive Income (Loss) in stockholders' equity.
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"). This update outlines a new comprehensive revenue recognition model that supersedes most current revenue recognition guidance and requires companies to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The FASB has issued several updates to ASU 2014-09. 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. We will continue to evaluate the potential effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures; however, we do not plan to early adopt. Entities adopting the standard have the option of using either a full retrospective or modified retrospective approach in the application of this guidance. We are still determining which method of transition we will follow. We are currently in the process of completing customer contract reviews, determining necessary adjustments to existing accounting policies, evaluating new disclosure requirements and identifying and implementing changes to business processes as deemed necessary to support recognition and disclosure under the new guidance. Based on our preliminary assessment, we do not expect a significant impact for the majority of our revenue transactions as they generally consist of single performance obligations to transfer promised goods or services; however, we do expect the new guidance will change the way we present sales returns in our consolidated financial statements. We are still in the process of determining the magnitude of impact for this change.
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 adjustment 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. While we do not anticipate the adoption of this accounting standard to have a material impact to our consolidated statements of income at this time, this conclusion may change as we finalize our assessment. In order to assist in our timely implementation of the new standard, we have purchased new software to track our leases. We have engaged a third party to assist with the implementation of the new software with an expectation to complete the implementation by the end of 2017.
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 third quarter of 2016, the Company elected to early adopt ASU 2016-09 effective January 1, 2016. With the adoption of ASU 2016-09, excess tax benefits are recognized as a component of the income tax provision, whereas these amounts were previously recognized in equity. See Note 13, "Income Taxes" for the impact on our tax provision for the year ended December 31, 2016 as a result of adopting this accounting standard. Within the Consolidated Statements of Cash Flows, excess tax benefits are now presented as an operating activity, rather than a financing activity. The presentation of excess tax benefits on share-based payments was adjusted retrospectively within the Consolidated Statements of Cash Flows, resulting in a $14.4 million and a $17.8 million increase in operating cash flows for the years ended December 31, 2015 and 2014, respectively, with a corresponding decrease to financing cash flows.
In March 2016, the FASB issued Accounting Standards Update No. 2016-05, "Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships" ("ASU 2016-05"), which clarifies that a change in a hedging derivative's counterparty would not in and of itself be considered a termination of a derivative instrument or a change in the critical terms of a hedging relationship. The ASU also clarifies that an entity should continue to assess the creditworthiness of the derivative counterparty, as a difference in creditworthiness could cause the hedging relationship to be less than highly effective which would trigger dedesignation of the hedging relationship. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 31, 2016; early adoption and prospective application is permitted. We will consider this guidance going-forward if a novation occurs related to any of our derivative contracts described in Note 10, "Derivative Instruments and Hedging Activities."
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.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, "Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"), which simplifies the accounting for goodwill impairment by eliminating step 2 from the goodwill impairment test. Under the new guidance, if the carrying value of a reporting unit exceeds the fair value, an impairment loss will be recognized for the amount of that excess, limited to the goodwill allocated to that reporting unit. This ASU is effective for fiscal years and any interim impairment tests for periods beginning after December 15, 2019; early adoption is permitted for entities with annual and interim impairment tests occurring after January 1, 2017. The guidance requires adoption on a prospective basis. At this time, we do not expect adoption of this standard to have a significant impact on our financial position, results of operations, or cash flows.
Business Combinations (Tables)
The purchase price allocations for the acquisitions completed during 2016 and 2015 are as follows (in thousands):
 
 
Year Ended
 
Year Ended
 
December 31, 2016
 
December 31, 2015
 
Rhiag
 
PGW (1)
 
Other
Acquisitions
 
Total
 
All Acquisitions
Receivables
$
230,670

 
$
136,523

 
$
13,216

 
$
380,409

 
$
29,628

Receivable reserves
(28,242
)
 
(7,135
)
 
(794
)
 
(36,171
)
 
(3,926
)
Inventories (2)
239,529

 
169,159

 
62,223

 
470,911

 
79,646

Prepaid expenses and other current assets
10,793

 
42,573

 
4,445

 
57,811

 
3,337

Property and equipment
56,774

 
225,645

 
17,140

 
299,559

 
11,989

Goodwill
585,415

 
205,058

 
52,336

 
842,809

 
92,175

Other intangibles
429,360

 
37,954

 
2,537

 
469,851

 
9,926

Other assets (3)
2,092

 
57,671

 
(133
)
 
59,630

 
5,166

Deferred income taxes
(110,791
)
 
17,506

 
(1,000
)
 
(94,285
)
 
4,102

Current liabilities assumed
(239,665
)
 
(168,332
)
 
(42,290
)
 
(450,287
)
 
(39,191
)
Debt assumed
(550,843
)
 
(4,027
)
 
(2,378
)
 
(557,248
)
 
(2,365
)
Other noncurrent liabilities assumed
(23,085
)
 
(50,847
)
 
(103
)
 
(74,035
)
 
(2,651
)
Other purchase price obligations

 

 
(6,698
)
 
(6,698
)
 
(21,199
)
Notes issued

 

 
(4,087
)
 
(4,087
)
 
(4,296
)
Settlement of pre-existing balances
(591
)
 

 
(32
)
 
(623
)
 
(1,073
)
Gain on bargain purchase

 

 
(8,207
)
 
(8,207
)
 

Cash used in acquisitions, net of cash acquired
$
601,416

 
$
661,748

 
$
86,175

 
$
1,349,339


$
161,268

The following pro forma summary presents the effect of the businesses acquired during the year ended December 31, 2016 as though the businesses had been acquired as of January 1, 2015, the businesses acquired during the year ended December 31, 2015 as though they had been acquired as of January 1, 2014 and the businesses acquired during the year ended December 31, 2014 as though they had been acquired as of January 1, 2013. The pro forma adjustments are based upon unaudited financial information of the acquired entities (in thousands, except per share data):
 
Year Ended December 31,
 
2016
 
2015
 
2014
Revenue, as reported
$
8,584,031

 
$
7,192,633

 
$
6,740,064

Revenue of purchased businesses for the period prior to acquisition:
 
 
 
 
 
Rhiag
213,376

 
994,903

 

PGW (1)
102,540

 
339,012

 

Keystone Specialty

 

 
3,443

Other acquisitions
265,717

 
615,140

 
676,965

Pro forma revenue
$
9,165,664

 
$
9,141,688

 
$
7,420,472

 
 
 
 
 
 
Income from continuing operations, as reported
$
456,123

 
$
423,223

 
$
381,519

Income from continuing operations of purchased businesses for the period prior to acquisition, and pro forma purchase accounting adjustments:
 
 
 
 
 
Rhiag
(662
)
 
10,310

 

PGW (1),(2)
7,574

 
3,334

 

Keystone Specialty

 

 
521

Other acquisitions (3)
(807
)
 
15,266

 
18,371

Acquisition related expenses, net of tax (4)
11,034

 
1,830

 
2,295

Pro forma income from continuing operations
$
473,262

 
$
453,963

 
$
402,706

 
 
 
 
 
 
Earnings per share from continuing operations, basic - as reported
$
1.49

 
$
1.39

 
$
1.26

Effect of purchased businesses for the period prior to acquisition:
 
 
 
 
 
Rhiag
(0.00)

 
0.03

 

PGW (1),(2)
0.02

 
0.01

 

Keystone Specialty

 

 
0.00

Other acquisitions
(0.00)

 
0.05

 
0.06

Acquisition related expenses, net of tax (4)
0.04

 
0.01

 
0.01

Pro forma earnings per share from continuing operations, basic (5) 
$
1.54

 
$
1.49

 
$
1.33

 
 
 
 
 
 
Earnings per share from continuing operations, diluted - as reported
$
1.47

 
$
1.38

 
$
1.25

Effect of purchased businesses for the period prior to acquisition:
 
 
 
 
 
Rhiag
(0.00)

 
0.03

 

PGW (1),(2)
0.02

 
0.01

 

Keystone Specialty

 

 
0.00

Other acquisitions
(0.00)

 
0.05

 
0.06

Acquisition related expenses, net of tax (4)
0.04

 
0.01

 
0.01

Pro forma earnings per share from continuing operations, diluted (5) 
$
1.53

 
$
1.48

 
$
1.31

(1) PGW reflects the results for the continuing aftermarket glass distribution business only.
(2) Excludes $17.8 million and $5.4 million of corporate costs for 2015 and 2016, respectively, that we do not expect to incur going forward as a result of the sale of our glass manufacturing business.
(3) The 2014 pro forma impact of our other acquisitions includes an adjustment for intercompany sales between Sator and the five Netherlands distributors that would have been reflected as intercompany transactions if the acquisitions had occurred on January 1, 2013. Our cost of sales in the initial months after the acquisitions reflects the increased valuation of acquired inventory, which has the impact of temporarily reducing our gross margin. Moving this negative gross margin impact to the year ended December 31, 2013 for our pro forma disclosure has the effect of increasing our pro forma net income during the year ended December 31, 2014.
(4) Includes expenses related to acquisitions closed in the period and excludes expenses for acquisitions not yet completed.
(5) The sum of the individual earnings per share amounts may not equal the total due to rounding.
Discontinued Operations Discontinued Operations Income statement (Tables)
 
Period from April 21 to December 31,
 
 
2016
 
Revenue
$
498,233

 
Cost of goods sold
(424,161
)
 
Operating expenses
(22,330
)
 
Impairment on net assets of discontinued operations
(26,677
)
(1) 
    Operating income
25,065

 
Interest and other expenses, net
(9,136
)
(2) 
    Income from discontinued operations before taxes
15,929

 
Provision for taxes
(8,252
)
 
Equity in earnings of unconsolidated subsidiaries
175

 
    Income from discontinued operations, net of tax
$
7,852

 
 
Period from April 21 to December 31,
 
2016
Non-cash operating activities:
 
      Depreciation and amortization
$
7,752

      Impairment on net assets of discontinued operations
26,677

      Deferred income taxes
(4,516
)
Capital expenditures
(24,156
)
Investments in unconsolidated subsidiaries
(4,400
)
 
December 31, 2016
Cash and equivalents
$
7,116

Receivables, net
77,442

Inventories
71,952

Prepaid expenses and other current assets
42,426

Property, plant and equipment, net
199,136

Other assets
64,166

Valuation allowance
(5,598
)
Total assets from discontinued operations
$
456,640

 
 
Accounts payable
$
72,696

Other current liabilities
37,104

Long-term obligations
1,648

Other noncurrent liabilities (includes pension and post-retirement obligations)
33,656

Total liabilities from discontinued operations
145,104

Net assets from discontinued operations
$
311,536

Summary of Significant Accounting Policies (Tables)
Our estimated useful lives for our finite lived intangible assets are as follows:
 
Method of Amortization
 
Useful Life
Trade names and trademarks
Straight-line
 
4-30 years
Customer and supplier relationships
Accelerated
 
4-20 years
Software and other technology related assets
Straight-line
 
3-6 years
Covenants not to compete
Straight-line
 
1-5 years
Inventories consist of the following (in thousands):
 
December 31,
 
2016
 
2015
Aftermarket and refurbished products
$
1,540,257

 
$
1,146,162

Salvage and remanufactured products
394,980

 
410,390

Total inventories
$
1,935,237

 
$
1,556,552

Our estimated useful lives are as follows:
Land improvements
10-20 years
Buildings and improvements
20-40 years
Machinery and equipment
3-20 years
Computer equipment and software
3-10 years
Vehicles and trailers
3-10 years
Furniture and fixtures
5-7 years
Property and equipment consists of the following (in thousands):
 
December 31,
 
2016
 
2015
Land and improvements
$
127,211

 
$
118,420

Buildings and improvements
209,773

 
183,480

Machinery and equipment
429,446

 
355,313

Computer equipment and software
120,316

 
130,363

Vehicles and trailers
138,263

 
101,201

Furniture and fixtures
28,405

 
24,332

Leasehold improvements
152,356

 
140,732

 
1,205,770

 
1,053,841

Less—Accumulated depreciation
(495,644
)
 
(437,946
)
Construction in progress
101,450

 
80,672

Total property and equipment, net
$
811,576

 
$
696,567

The changes in the carrying amount of goodwill by reportable segment are as follows (in thousands):
 
North America
 
Europe
 
Specialty
 
Total
Balance as of January 1, 2014
$
1,358,937

 
$
578,507

 
$

 
$
1,937,444

Business acquisitions and adjustments to previously recorded goodwill
43,752

 
91,916

 
280,035

 
415,703

Exchange rate effects
(10,657
)
 
(53,604
)
 
9

 
(64,252
)
Balance as of December 31, 2014
$
1,392,032

 
$
616,819

 
$
280,044

 
$
2,288,895

Business acquisitions and adjustments to previously recorded goodwill
72,355

 
21,217

 
(1,397
)
 
92,175

Exchange rate effects
(18,537
)
 
(43,554
)
 
267

 
(61,824
)
Balance as of December 31, 2015
$
1,445,850

 
$
594,482

 
$
278,914

 
$
2,319,246

Business acquisitions and adjustments to previously recorded goodwill
226,483

 
614,437

 
1,889

 
842,809

Exchange rate effects
1,818

 
(108,943
)
 
(161
)
 
(107,286
)
Balance as of December 31, 2016
$
1,674,151

 
$
1,099,976

 
$
280,642

 
$
3,054,769

The components of other intangibles are as follows (in thousands):
 
December 31, 2016
 
December 31, 2015
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Trade names and trademarks
$
286,008

 
$
(51,104
)
 
$
234,904

 
$
172,219

 
$
(43,458
)
 
$
128,761

Customer and supplier relationships
395,284

 
(92,079
)
 
303,205

 
95,508

 
(41,007
)
 
54,501

Software and other technology related assets
77,329

 
(35,648
)
 
41,681

 
44,500

 
(17,844
)
 
26,656

Covenants not to compete
11,726

 
(7,285
)
 
4,441

 
10,774

 
(5,575
)
 
5,199

 
$
770,347

 
$
(186,116
)
 
$
584,231

 
$
323,001

 
$
(107,884
)
 
$
215,117

The components of other intangibles acquired during the years ended December 31, 2016 and 2015 include the following (in thousands):
 
Year Ended
 
Year Ended
 
December 31, 2016
 
December 31, 2015
 
Rhiag
 
PGW
 
Other Acquisitions
 
Total
 
All Acquisitions (1)
Trade names and trademarks
$
127,351

 
$
5,500

 
$
1,015

 
$
133,866

 
$
3,555

Customer and supplier relationships
291,893

 
29,700

 

 
321,593

 
4,601

Software and other technology related assets
10,116

 
1,154

 
1,420

 
12,690

 
1,213

Covenants not to compete

 
1,600

 
102

 
1,702

 
557

 
$
429,360

 
$
37,954

 
$
2,537

 
$
469,851

 
$
9,926

The changes in the warranty reserve are as follows (in thousands):
Balance as of January 1, 2015
$
14,881

Warranty expense
33,727

Warranty claims
(31,245
)
Balance as of December 31, 2015
$
17,363

Warranty expense
32,096

Warranty claims
(29,825
)
Balance as of December 31, 2016
$
19,634

Equity Incentive Plans (Tables)
The following table summarizes activity related to our RSUs under the Equity Incentive Plan:
 
Number
Outstanding
 
Weighted
Average
Grant Date
Fair Value
 
Weighted Average Remaining Contractual Term
(in years)
 
Aggregate Intrinsic Value
   (in thousands) (1)
Unvested as of January 1, 2016
1,981,292

 
$
24.19

 
 
 
 
Granted
976,318

 
$
29.05

 
 
 
 
Vested
(996,607
)
 
$
22.30

 
 
 
 
Forfeited / Canceled
(87,266
)
 
$
27.15

 
 
 
 
Unvested as of December 31, 2016
1,873,737

 
$
27.58

 
 
 
 
Expected to vest after December 31, 2016
1,723,579

 
$
27.45

 
2.4
 
$
52,828

The following table summarizes activity related to our stock options under the Equity Incentive Plan:
 
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

 
 
 
 
Exercised
(1,124,317
)
 
$
7.08

 
 
 
$
27,844

Forfeited / Canceled
(18,418
)
 
$
24.14

 
 
 
 
Balance as of December 31, 2016
2,623,217

 
$
9.19

 
2.3
 
$
56,427

Exercisable as of December 31, 2016
2,543,299

 
$
8.46

 
2.3
 
$
56,427

Exercisable as of December 31, 2016 and expected to vest thereafter
2,623,217

 
$
9.19

 
2.3
 
$
56,427

The components of pre-tax stock-based compensation expense for our continuing operations are as follows (in thousands):
 
Year Ended December 31,
 
2016
 
2015
 
2014
RSUs
$
22,183

 
$
21,058

 
$
18,965

Stock options and other
162

 
278

 
3,056

Total stock-based compensation expense
$
22,345

 
$
21,336

 
$
22,021

The following table sets forth the classification of total stock-based compensation expense included in our Consolidated Statements of Income for our continuing operations (in thousands):
 
Year Ended December 31,
 
2016
 
2015
 
2014
Cost of goods sold
$
407

 
$
358

 
$
410

Facility and warehouse expenses
3,980

 
2,271

 
2,195

Selling, general and administrative expenses
17,958

 
18,707

 
19,416

 
22,345

 
21,336

 
22,021

Income tax benefit
(8,268
)
 
(8,221
)
 
(8,478
)
Total stock-based compensation expense, net of tax
$
14,077

 
$
13,115

 
$
13,543

As of December 31, 2016, unrecognized compensation expense related to unvested RSUs is expected to be recognized as follows (in thousands):
 
RSUs
2017
$
15,356

2018
10,379

2019
6,261

2020
3,260

2021
353

Total unrecognized compensation expense
$
35,609

Earnings Per Share (Tables)
The following chart sets forth the computation of earnings per share (in thousands, except per share amounts):
 
Year Ended December 31,
 
2016
 
2015
 
2014
Income from continuing operations
$
456,123

 
$
423,223

 
$
381,519

Denominator for basic earnings per share—Weighted-average shares outstanding
306,897

 
304,722

 
302,343

Effect of dilutive securities:
 
 
 
 
 
RSUs
689

 
667

 
791

Stock options
2,198

 
2,107

 
2,905

Restricted stock

 

 
6

Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding
309,784

 
307,496

 
306,045

Basic earnings per share from continuing operations
$
1.49

 
$
1.39

 
$
1.26

Diluted earnings per share from continuing operations
$
1.47

 
$
1.38

 
$
1.25

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 (in thousands):
 
Year Ended December 31,
 
2016
 
2015
 
2014
Antidilutive securities:
 
 
 
 
 
RSUs
57

 
230

 
289

Stock options
63

 
96

 
116

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):
 
 
Foreign
Currency
Translation
 
Unrealized (Loss)Gain
on Cash Flow Hedges
 
Unrealized Gain
(Loss) on Pension Plans
 
Accumulated
Other
Comprehensive Income (Loss)
Balance at January 1, 2014
 
$
24,906

 
$
(5,596
)
 
$
701

 
$
20,011

Pretax loss
 
(51,979
)
 
(1,586
)
 
(13,506
)
 
(67,071
)
Income tax effect
 

 
382

 
3,179

 
3,561

Reclassification of unrealized loss (gain)
 

 
5,200

 
(166
)
 
5,034

Reclassification of deferred income taxes
 

 
(1,801
)
 
41

 
(1,760
)
Balance at December 31, 2014
 
$
(27,073
)
 
$
(3,401
)
 
$
(9,751
)
 
$
(40,225
)
Pretax (loss) income
 
(69,817
)
 
(1,664
)
 
2,245

 
(69,236
)
Income tax effect
 

 
538

 
(561
)
 
(23
)
Reclassification of unrealized loss
 

 
5,366

 
559

 
5,925

Reclassification of deferred income taxes
 

 
(1,771
)
 
(140
)
 
(1,911
)
Balance at December 31, 2015
 
$
(96,890
)
 
$
(932
)
 
$
(7,648
)
 
$
(105,470
)
Pretax (loss) income
 
(175,639
)
 
12,382

 
7,175

 
(156,082
)
Income tax effect
 

 
(4,581
)
 
(2,636
)
 
(7,217
)
Reclassification of unrealized loss (gain)
 

 
1,789

 
496

 
2,285

Reclassification of deferred income taxes
 

 
(567
)
 
(124
)
 
(691
)
Balance at December 31, 2016
 
$
(272,529
)
 
$
8,091

 
$
(2,737
)
 
$
(267,175
)
Long-Term Obligations (Tables)
Long-Term Obligations consist of the following (in thousands):
 
December 31,
 
2016
 
2015
Senior secured credit agreement:
 
 
 
Term loans payable
$
732,684

 
$
410,625

Revolving credit facilities
1,358,220

 
480,481

Senior notes
600,000

 
600,000

Euro notes
525,850

 

Receivables securitization facility
100,000

 
63,000

Notes payable through October 2025 at weighted average interest rates of 2.1% and 2.2%, respectively
11,808

 
16,104

Other long-term debt at weighted average interest rates of 2.4% and 2.4%, respectively
37,125

 
29,485

Total debt
3,365,687

 
1,599,695

Less: long-term debt issuance costs
(21,611
)
 
(13,533
)
Less: current debt issuance costs
(2,305
)
 
(1,460
)
Total debt, net of debt issuance costs
3,341,771

 
1,584,702

Less: current maturities, net of debt issuance costs
(66,109
)
 
(56,034
)
Long term debt, net of debt issuance costs
$
3,275,662

 
$
1,528,668

The scheduled maturities of long-term obligations outstanding at December 31, 2016 are as follows (in thousands):
2017
$
68,414

2018
42,553

2019
140,594

2020
39,002

2021
1,942,680

Thereafter
1,132,444

Total debt (1)
$
3,365,687

(1) The total debt amounts presented above exclude debt issuance costs totaling $23.9 million as of December 31, 2016.
Derivative Instruments and Hedging Activities (Tables)
Schedule of Cash Flow Hedges
The following table summarizes the notional amounts and fair values of our designated cash flow hedges as of December 31, 2016 and 2015 (in thousands):
 
 
Notional Amount
 
Fair Value at December 31, 2016 (USD)
 
Fair Value at December 31, 2015 (USD)
 
 
December 31, 2016
 
December 31, 2015
 
Other Assets
Other Noncurrent Liabilities
 
Other Accrued Expenses
Interest rate swap agreements
 
 
 
 
 
USD denominated
 
$
590,000

 
$
170,000

 
$
16,421

$

 
$
858

GBP denominated
 
£

 
£
50,000

 


 
465

CAD denominated
 
C$

 
C$
25,000

 


 
24

Cross currency swap agreements
 
 
 
 
 
USD/euro
 
$
422,408

 
$

 
1,486

3,128

 

Total cash flow hedges
 
$
17,907

$
3,128

 
$
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 December 31, 2016 and 2015 (in thousands):
 
Balance as of December 31, 2016
 
Fair Value Measurements as of December 31, 2016
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
Cash surrender value of life insurance
$
36,131

 
$

 
$
36,131

 
$

Interest rate swaps
17,907

 

 
17,907

 

Total Assets
$
54,038

 
$

 
$
54,038

 
$

Liabilities:
 
 
 
 
 
 
 
Contingent consideration liabilities
$
3,162

 
$

 
$

 
$
3,162

Deferred compensation liabilities
36,865

 

 
36,865

 

Foreign currency forward contracts
3,128

 

 
3,128

 

Total Liabilities
$
43,155

 
$

 
$
39,993

 
$
3,162

 
Balance as of December 31, 2015
 
Fair Value Measurements 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

Commitments and Contingencies (Tables)
Future Minimum Lease Commitments
The future minimum lease commitments under these leases at December 31, 2016 are as follows (in thousands):
Years ending December 31:
 
2017
$
200,450

2018
168,926

2019
136,462

2020
110,063

2021
82,494

Thereafter
486,199

Future Minimum Lease Payments
$
1,184,594

Income Taxes Income Taxes (Tables)
The provision for income taxes consists of the following components (in thousands):
 
Year Ended December 31,
 
2016
 
2015
 
2014
Current:
 
 
 
 
 
Federal
$
159,547

 
$
138,432

 
$
144,924

State
27,120

 
25,952

 
24,052

Foreign
45,545

 
32,931

 
29,046

 
$
232,212

 
$
197,315

 
$
198,022

Deferred:
 
 
 
 
 
Federal
$
1,169

 
$
22,233

 
$
9,321

State
2,131

 
1,212

 
(179
)
Foreign
(14,946
)
 
(1,057
)
 
(2,900
)
 
$
(11,646
)
 
$
22,388

 
$
6,242

Provision for income taxes
$
220,566

 
$
219,703

 
$
204,264

Income taxes have been based on the following components of income from continuing operations before provision for income taxes (in thousands):
 
Year Ended December 31,
 
2016
 
2015
 
2014
Domestic
$
513,844

 
$
478,819

 
$
460,637

Foreign
163,437

 
170,211

 
127,251

 
$
677,281

 
$
649,030

 
$
587,888

The U.S. federal statutory rate is reconciled to the effective tax rate as follows:
 
Year Ended December 31,
 
2016
 
2015
 
2014
U.S. federal statutory rate
35.0
 %
 
35.0
 %
 
35.0
 %
State income taxes, net of state credits and federal tax impact
2.7
 %
 
2.9
 %
 
2.8
 %
Impact of international operations
(3.2
)%
 
(4.1
)%
 
(3.6
)%
Notional interest deductions
(2.5
)%
 
 %
 
 %
Excess tax benefits from stock-based compensation (1)
(1.6
)%
 
 %
 
 %
Non-deductible expenses
1.3
 %
 
0.8
 %
 
0.5
 %
Other, net
0.9
 %
 
(0.7
)%
 
 %
Effective tax rate
32.6
 %
 
33.9
 %
 
34.7
 %

The significant components of our deferred tax assets and liabilities are as follows (in thousands):
 
December 31,
 
2016
 
2015
Deferred Tax Assets:
 
 
 
Accrued expenses and reserves
$
62,059

 
$
46,837

Qualified and nonqualified retirement plans
36,626

 
14,130

Inventory
35,565

 
27,184

Accounts receivable
19,046

 
13,971

Interest deduction carryforwards
9,806

 

Stock-based compensation
9,687

 
11,096

Net operating loss carryforwards
7,858

 
8,946

Other
7,699

 
8,212

 
188,346

 
130,376

Less: valuation allowance
(11,252
)
 
(3,880
)
Total deferred tax assets
$
177,094

 
$
126,496

Deferred Tax Liabilities:
 
 
 
Goodwill and other intangible assets
$
222,476

 
$
141,442

Property and equipment
72,231

 
67,065

Trade name
59,002

 
36,532

Other
19,439

 
5,342

Total deferred tax liabilities
$
373,148

 
$
250,381

Net deferred tax liability
$
(196,054
)
 
$
(123,885
)
Deferred tax assets and liabilities are reflected on our Consolidated Balance Sheets as follows (in thousands):
 
December 31,
 
2016
 
2015
Noncurrent deferred tax assets
$
3,603

 
$
3,354

Noncurrent deferred tax liabilities
199,657

 
127,239

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands):
 
2016
 
2015
 
2014
Balance at January 1
$
2,273

 
$
2,630

 
$
1,445

Additions for acquired tax positions

 
80

 
2,322

Additions based on tax positions related to the current year
5

 
302

 
302

Reductions for tax positions of prior years

 
(743
)
 

Lapse of statutes of limitations
(132
)
 
(119
)
 
(134
)
Settlements with taxing authorities

 

 
(1,182
)
Currency exchange rate fluctuations

 
123

 
(123
)
Balance at December 31
$
2,146

 
$
2,273

 
$
2,630

Segment and Geographic Information (Tables)
The following tables present our financial performance by reportable segment for the periods indicated (in thousands):
 
North America
 
Europe
 
Specialty
 
Eliminations
 
Consolidated
Year Ended December 31, 2016
 
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
 
Third Party
$
4,470,900

 
$
2,920,470

 
$
1,192,661

 
$

 
$
8,584,031

Intersegment
739

 

 
4,048

 
(4,787
)
 

Total segment revenue
$
4,471,639

 
$
2,920,470

 
$
1,196,709

 
$
(4,787
)
 
$
8,584,031

Segment EBITDA
$
596,333

 
$
283,608

 
$
125,039

 
$

 
$
1,004,980

Depreciation and amortization (1)
81,395

 
94,979

 
21,960

 

 
198,334

Year Ended December 31, 2015
 
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
 
Third Party
$
4,145,998

 
$
1,995,385

 
$
1,051,250

 
$

 
$
7,192,633

Intersegment
835

 
70

 
3,334

 
(4,239
)
 

Total segment revenue
$
4,146,833

 
$
1,995,455

 
$
1,054,584

 
$
(4,239
)
 
$
7,192,633

Segment EBITDA
$
547,405

 
$
200,563

 
$
106,561

 
$

 
$
854,529

Depreciation and amortization (1)
70,369

 
36,446

 
21,377

 

 
128,192

Year Ended December 31, 2014
 
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
 
Third Party
$
4,088,701

 
$
1,846,155

 
$
805,208

 
$

 
$
6,740,064

Intersegment
589

 

 
1,807

 
(2,396
)
 

Total segment revenue
$
4,089,290

 
$
1,846,155

 
$
807,015

 
$
(2,396
)
 
$
6,740,064

Segment EBITDA
$
543,943

 
$
167,155

 
$
79,453

 
$

 
$
790,551

Depreciation and amortization (1)
70,434

 
34,391

 
20,612

 

 
125,437

The table below provides a reconciliation of Net Income to Segment EBITDA (in thousands):
 
Year Ended December 31,
2016
 
2015
 
2014
Net income
$
463,975

 
$
423,223

 
$
381,519

Subtract:
 
 
 
 
 
Income from discontinued operations, net of tax
7,852

 

 

Income from continuing operations
456,123

 
423,223

 
381,519

Add:
 
 
 
 
 
Depreciation and amortization
191,433

 
122,120

 
120,719

Depreciation and amortization - cost of goods sold
6,901

 
6,072

 
4,718

Interest expense, net
87,682

 
57,342

 
63,947

Loss on debt extinguishment
26,650

 

 
324

Provision for income taxes
220,566

 
219,703

 
204,264

EBITDA
989,355

 
828,460

 
775,491

Subtract:
 
 
 
 
 
Equity in earnings (loss) of unconsolidated subsidiaries
(592
)
 
(6,104
)
 
(2,105
)
Gains on foreign exchange contracts- acquisition related (1)
18,342

 

 

Gain on bargain purchase (2)
8,207

 

 

Add:
 
 
 
 
 
Restructuring and acquisition related expenses(3)
37,762

 
19,511

 
14,806

    Inventory step-up adjustment - acquisition related (4)
3,614

 

 

Change in fair value of contingent consideration liabilities
206

 
454

 
(1,851
)
Segment EBITDA
$
1,004,980

 
$
854,529

 
$
790,551



(1) Reflects gains on foreign currency forwards used to fix the euro purchase price of Rhiag. See Note 2, "Business Combinations," for further information.
(2) Reflects the gain on bargain purchase related to our acquisition of Andrew Page. See Note 2, "Business Combinations," for further information.
(3) See Note 5, "Restructuring and Acquisition Related Expenses," for further information.
(4) Reflects the impact on Cost of Goods Sold of the step-up acquisition adjustment to record PGW aftermarket glass inventory at its fair value.
     
The following table presents capital expenditures by reportable segment (in thousands):
 
Year Ended December 31,
2016
 
2015
 
2014
Capital Expenditures
 
 
 
 
 
North America
$
91,618

 
$
72,048

 
$
86,172

Europe
77,689

 
79,072

 
44,896

Specialty
13,611

 
19,370

 
9,882

Discontinued operations
24,156

 

 

Total capital expenditures
$
207,074

 
$
170,490

 
$
140,950

The following table presents assets by reportable segment (in thousands):
 
December 31,
2016
 
2015
 
2014
Receivables, net
 
 
 
 
 
North America (1)
$
352,930

 
$
314,743

 
$
322,713

Europe (1)
443,281

 
215,710

 
227,987

Specialty
64,338

 
59,707

 
50,722

Total receivables, net
860,549

 
590,160

 
601,422

Inventories
 
 
 
 
 
North America (1)
917,311

 
847,787

 
826,429

Europe (1)
718,729

 
427,323

 
402,488

Specialty
299,197

 
281,442

 
204,930

Total inventories
1,935,237

 
1,556,552

 
1,433,847

Property and Equipment, net
 
 
 
 
 
North America (1)
506,274

 
467,961

 
456,288

Europe (1)
247,910

 
175,455

 
128,309

Specialty
57,392

 
53,151

 
45,390

Total property and equipment, net
811,576

 
696,567

 
629,987

Equity Method Investments
 
 
 
 
 
North America
336

 
628

 
536

Europe (2)
183,131

 
2,127

 
7,592

Total equity method investments
183,467

 
2,755

 
8,128

Other unallocated assets
4,512,370

 
2,801,803

 
2,802,355

Total assets
$
8,303,199

 
$
5,647,837

 
$
5,475,739

The following table sets forth our revenue by geographic area (in thousands):
 
Year Ended December 31,
 
2016
 
2015
 
2014
Revenue
 
 
 
 
 
United States
$
5,226,918

 
$
4,831,875

 
$
4,499,743

United Kingdom
1,390,775

 
1,382,432

 
1,321,786

Other countries
1,966,338

 
978,326

 
918,535

Total revenue
$
8,584,031

 
$
7,192,633

 
$
6,740,064

The following table sets forth our tangible long-lived assets by geographic area (in thousands):
 
December 31,
 
2016
 
2015
 
2014
Long-lived Assets
 
 
 
 
 
United States
$
531,425

 
$
493,300

 
$
469,450

United Kingdom
159,689

 
138,546

 
92,813

Other countries
120,462

 
64,721

 
67,724

Total long-lived assets
$
811,576

 
$
696,567

 
$
629,987

The following table sets forth our revenue by product category (in thousands):
 
Year Ended December 31,
 
2016
 
2015
 
2014
Aftermarket, other new and refurbished products
$
6,441,160

 
$
5,116,373

 
$
4,613,454

Recycled, remanufactured and related products and services
1,703,485

 
1,597,578

 
1,473,305

Other
439,386

 
478,682

 
653,305

Total revenue
$
8,584,031

 
$
7,192,633

 
$
6,740,064

Condensed Consolidating Financial Information (Tables)
LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Balance Sheets
(In thousands)
 
December 31, 2016
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
 
 
Cash and equivalents
$
33,030

 
$
35,360

 
$
159,010

 
$

 
$
227,400

Receivables, net

 
248,188

 
612,361

 

 
860,549

Intercompany receivables, net
2,805

 
11,237

 
8,837

 
(22,879
)
 

Inventories

 
1,149,763

 
785,474

 

 
1,935,237

Prepaid expenses and other current assets
1,640

 
43,165

 
42,963

 

 
87,768

Assets of discontinued operations

 
357,788

 
98,852

 

 
456,640

Total Current Assets
37,475

 
1,845,501

 
1,707,497

 
(22,879
)
 
3,567,594

Property and Equipment, net
239

 
527,705

 
283,632

 

 
811,576

Intangible Assets:
 
 
 
 
 
 
 
 
 
Goodwill

 
1,851,274

 
1,203,495

 

 
3,054,769

Other intangibles, net

 
153,689

 
430,542

 

 
584,231

Investment in Subsidiaries
5,067,297

 
242,032

 

 
(5,309,329
)
 

Intercompany Notes Receivable
1,510,534

 
800,283

 

 
(2,310,817
)
 

Equity Method Investments

 
336

 
183,131

 

 
183,467

Other Assets
59,726

 
25,177

 
22,347

 
(5,688
)
 
101,562

Total Assets
$
6,675,271

 
$
5,445,997

 
$
3,830,644

 
$
(7,648,713
)
 
$
8,303,199

Liabilities and Stockholders’ Equity
 
 
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
1,309

 
$
244,074

 
$
388,390

 
$

 
$
633,773

Intercompany payables, net
11,237

 
8,837

 
2,805

 
(22,879
)
 

Accrued expenses:
 
 
 
 
 
 
 
 
 
Accrued payroll-related liabilities
6,404

 
58,187

 
54,164

 

 
118,755

Self-insurance reserves

 
39,059

 
489

 

 
39,548

Other accrued expenses
5,502

 
55,228

 
108,823

 

 
169,553

Other current liabilities
4,283

 
18,456

 
15,204

 

 
37,943

Current portion of long-term obligations
37,710

 
1,097

 
27,302

 

 
66,109

Liabilities of discontinued operations

 
110,890

 
34,214

 

 
145,104

Total Current Liabilities
66,445

 
535,828

 
631,391

 
(22,879
)
 
1,210,785

Long-Term Obligations, Excluding Current Portion
2,371,578

 
8,356

 
895,728

 

 
3,275,662

Intercompany Notes Payable
750,000

 
1,074,218

 
486,599

 
(2,310,817
)
 

Deferred Income Taxes

 
95,765

 
109,580

 
(5,688
)
 
199,657

Other Noncurrent Liabilities
44,299

 
90,722

 
39,125

 

 
174,146

Stockholders’ Equity
3,442,949

 
3,641,108

 
1,668,221

 
(5,309,329
)
 
3,442,949

Total Liabilities and Stockholders' Equity
$
6,675,271

 
$
5,445,997

 
$
3,830,644

 
$
(7,648,713
)
 
$
8,303,199



LKQ CORPORATION AND SUBSIDIARIES
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

 
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 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
)
 

Equity Method Investments

 
628

 
2,127

 

 
2,755

Other Assets
35,649

 
27,556

 
16,091

 
(5,856
)
 
73,440

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

Self-insurance reserves

 
37,499

 
260

 

 
37,759

Other accrued expenses
5,399

 
43,387

 
75,680

 

 
124,466

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
Condensed Consolidating Statements of Income
(In thousands)
 
Year Ended December 31, 2016
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Revenue
$

 
$
5,467,430

 
$
3,301,503

 
$
(184,902
)
 
$
8,584,031

Cost of goods sold

 
3,313,503

 
2,103,727

 
(184,902
)
 
5,232,328

Gross margin

 
2,153,927

 
1,197,776

 

 
3,351,703

Facility and warehouse expenses

 
475,487

 
213,431

 

 
688,918

Distribution expenses

 
453,192

 
230,620

 

 
683,812

Selling, general and administrative expenses
34,163

 
521,909

 
430,308

 

 
986,380

Restructuring and acquisition related expenses

 
21,162

 
16,600

 

 
37,762

Depreciation and amortization
132

 
94,165

 
97,136

 

 
191,433

Operating (loss) income
(34,295
)
 
588,012

 
209,681

 

 
763,398

Other expense (income):
 
 
 
 
 
 
 
 
 
Interest expense
59,415

 
547

 
28,301

 

 
88,263

Intercompany interest (income) expense, net
(27,470
)
 
17,124

 
10,346

 

 

Loss on debt extinguishment
2,894

 

 
23,756

 

 
26,650

Gain on foreign exchange contracts - acquisition related
(18,342
)
 

 

 

 
(18,342
)
Gain on bargain purchase

 

 
(8,207
)
 

 
(8,207
)
Interest and other expense (income), net
470

 
(3,773
)
 
1,056

 

 
(2,247
)
Total other expense, net
16,967

 
13,898

 
55,252

 

 
86,117

(Loss) income from continuing operations before (benefit) provision for income taxes
(51,262
)
 
574,114

 
154,429

 

 
677,281

(Benefit) provision for income taxes
(20,498
)
 
213,794

 
27,270

 

 
220,566

Equity in earnings (loss) of unconsolidated subsidiaries
(795
)
 

 
203

 

 
(592
)
Equity in earnings of subsidiaries
487,682

 
22,314

 

 
(509,996
)
 

Income from continuing operations
456,123

 
382,634

 
127,362

 
(509,996
)
 
456,123

Income from discontinued operations, net of tax
7,852

 
7,852

 
3,285

 
(11,137
)
 
7,852

Net income
$
463,975

 
$
390,486

 
$
130,647

 
$
(521,133
)
 
$
463,975

LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Income
(In thousands)
 
Year Ended December 31, 2015
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Revenue
$

 
$
4,965,355

 
$
2,357,655

 
$
(130,377
)
 
$
7,192,633

Cost of goods sold

 
3,010,820

 
1,478,661

 
(130,377
)
 
4,359,104

Gross margin

 
1,954,535

 
878,994

 

 
2,833,529

Facility and warehouse expenses

 
408,828

 
147,213

 

 
556,041

Distribution expenses

 
408,112

 
194,785

 

 
602,897

Selling, general and administrative expenses
32,946

 
490,530

 
304,857

 

 
828,333

Restructuring and acquisition related expenses

 
13,962

 
5,549

 

 
19,511

Depreciation and amortization
154

 
82,058

 
39,908

 

 
122,120

Operating (loss) income
(33,100
)
 
551,045

 
186,682

 

 
704,627

Other expense (income):
 
 
 
 
 
 
 
 
 
Interest expense
47,626

 
669

 
9,565

 

 
57,860

Intercompany interest (income) expense, net
(41,904
)
 
28,944

 
12,960

 

 

Interest and other expense (income), net
99

 
(7,414
)
 
5,052

 

 
(2,263
)
Total other expense, net
5,821

 
22,199

 
27,577

 

 
55,597

(Loss) income from continuing operations before (benefit) provision for income taxes
(38,921
)
 
528,846

 
159,105

 

 
649,030

(Benefit) provision for income taxes
(16,054
)
 
205,176

 
30,581

 

 
219,703

Equity in earnings (loss) of unconsolidated subsidiaries
(1,000
)
 
59

 
(5,163
)
 

 
(6,104
)
Equity in earnings of subsidiaries
447,090

 
24,632

 

 
(471,722
)
 

Net income
$
423,223

 
$
348,361

 
$
123,361

 
$
(471,722
)
 
$
423,223

LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Income
(In thousands)
 
Year Ended December 31, 2014
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Revenue
$

 
$
4,649,391

 
$
2,221,831

 
$
(131,158
)
 
$
6,740,064

Cost of goods sold

 
2,813,427

 
1,405,882

 
(131,158
)
 
4,088,151

Gross margin

 
1,835,964

 
815,949

 

 
2,651,913

Facility and warehouse expenses

 
382,937

 
143,354

 

 
526,291

Distribution expenses

 
389,430

 
187,911

 

 
577,341

Selling, general and administrative expenses
25,770

 
460,516

 
276,602

 

 
762,888

Restructuring and acquisition related expenses

 
8,628

 
6,178

 

 
14,806

Depreciation and amortization
218

 
81,253

 
39,248

 

 
120,719

Operating (loss) income
(25,988
)
 
513,200

 
162,656

 

 
649,868

Other expense (income):
 
 
 
 
 
 
 
 
 
Interest expense
50,636

 
635

 
13,271

 

 
64,542

Intercompany interest (income) expense, net
(48,556
)
 
23,865

 
24,691

 

 

Loss on debt extinguishment
324

 

 

 

 
324

Interest and other expense (income), net
230

 
(8,359
)
 
5,243

 

 
(2,886
)
Total other expense, net
2,634

 
16,141

 
43,205

 

 
61,980

(Loss) income from continuing operations before (benefit) provision for income taxes
(28,622
)
 
497,059

 
119,451

 

 
587,888

(Benefit) provision for income taxes
(10,536
)
 
190,456

 
24,344

 

 
204,264

Equity in earnings (loss) of unconsolidated subsidiaries

 
40

 
(2,145
)
 

 
(2,105
)
Equity in earnings of subsidiaries
399,605

 
28,846

 

 
(428,451
)
 

Net income
$
381,519

 
$
335,489

 
$
92,962

 
$
(428,451
)
 
$
381,519

LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Comprehensive Income
(In thousands)
 
Year Ended December 31, 2016
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Net income
$
463,975

 
$
390,486

 
$
130,647

 
$
(521,133
)
 
$
463,975

Other comprehensive (loss) income:
 
 
 
 
 
 
 
 
 
Foreign currency translation
(175,639
)
 
(48,914
)
 
(177,911
)
 
226,825

 
(175,639
)
Net change in unrecognized gains/losses on derivative instruments, net of tax
9,023

 
133

 
389

 
(522
)
 
9,023

Net change in unrealized gains/losses on pension plans, net of tax
4,911

 
3,962

 
1,061

 
(5,023
)
 
4,911

Total other comprehensive loss
(161,705
)
 
(44,819
)
 
(176,461
)
 
221,280

 
(161,705
)
Total comprehensive income
$
302,270

 
$
345,667

 
$
(45,814
)
 
$
(299,853
)
 
$
302,270




LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Comprehensive Income
(In thousands)
 
Year Ended December 31, 2015
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Net income
$
423,223

 
$
348,361

 
$
123,361

 
$
(471,722
)
 
$
423,223

Other comprehensive (loss) income:
 
 
 
 
 
 
 
 
 
Foreign currency translation
(69,817
)
 
(20,359
)
 
(65,878
)
 
86,237

 
(69,817
)
Net change in unrecognized gains/losses on derivative instruments, net of tax
2,469

 

 
294

 
(294
)
 
2,469

Net change in unrealized gains/losses on pension plans, net of tax
2,103

 

 
2,103

 
(2,103
)
 
2,103

Total other comprehensive loss
(65,245
)
 
(20,359
)
 
(63,481
)
 
83,840

 
(65,245
)
Total comprehensive income
$
357,978

 
$
328,002

 
$
59,880

 
$
(387,882
)
 
$
357,978




LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Comprehensive Income
(In thousands)
 
Year Ended December 31, 2014
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Net income
$
381,519

 
$
335,489

 
$
92,962

 
$
(428,451
)
 
$
381,519

Other comprehensive (loss) income:
 
 
 
 
 
 
 
 
 
Foreign currency translation
(51,979
)
 
(17,710
)
 
(49,559
)
 
67,269

 
(51,979
)
Net change in unrecognized gains/losses on derivative instruments, net of tax
2,195

 

 
(444
)
 
444

 
2,195

Net change in unrealized gain on pension plans, net of tax
(10,452
)
 

 
(10,452
)
 
10,452

 
(10,452
)
Total other comprehensive loss
(60,236
)
 
(17,710
)
 
(60,455
)
 
78,165

 
(60,236
)
Total comprehensive income
$
321,283

 
$
317,779

 
$
32,507

 
$
(350,286
)
 
$
321,283

LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Cash Flows
(In thousands)
 
Year Ended December 31, 2016
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
$
308,299

 
$
539,318

 
$
99,894

 
$
(312,497
)
 
$
635,014

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Purchases of property and equipment
(36
)
 
(120,761
)
 
(86,277
)
 

 
(207,074
)
Investment and intercompany note activity with subsidiaries
(1,720,732
)
 

 

 
1,720,732

 

Acquisitions, net of cash acquired

 
(685,278
)
 
(664,061
)
 

 
(1,349,339
)
Proceeds from foreign exchange contracts
18,342

 

 

 

 
18,342

Other investing activities, net
3

 
(2,447
)
 
(169,413
)
 

 
(171,857
)
Net cash used in investing activities
(1,702,423
)
 
(808,486
)
 
(919,751
)
 
1,720,732

 
(1,709,928
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Proceeds from exercise of stock options
7,963

 

 

 

 
7,963

Taxes paid related to net share settlements of stock-based compensation awards
(4,438
)
 

 

 

 
(4,438
)
Debt issuance costs
(7,104
)
 

 
(9,450
)
 

 
(16,554
)
Proceeds from issuance of Euro notes

 

 
563,450

 

 
563,450

Borrowings under revolving credit facilities
1,744,408

 

 
892,188

 

 
2,636,596

Repayments under revolving credit facilities
(654,000
)
 

 
(1,094,664
)
 

 
(1,748,664
)
Borrowings under term loans
332,954

 

 
249,161

 

 
582,115

Repayments under term loans
(10,898
)
 

 
(244,894
)
 

 
(255,792
)
Borrowings under receivables securitization facility

 

 
106,400

 

 
106,400

Repayments under receivables securitization facility

 

 
(69,400
)
 

 
(69,400
)
Repayments of other debt, net
653

 
(2,935
)
 
(28,874
)
 

 
(31,156
)
Repayment of Rhiag debt and related payments

 

 
(543,347
)
 

 
(543,347
)
Payments of other obligations

 
(1,436
)
 


 

 
(1,436
)
Investment and intercompany note activity with parent

 
608,270

 
1,112,462

 
(1,720,732
)
 

Dividends

 
(312,497
)
 

 
312,497

 

Net cash provided by financing activities
1,409,538

 
291,402

 
933,032

 
(1,408,235
)
 
1,225,737

Effect of exchange rate changes on cash and equivalents

 
(157
)
 
(3,547
)
 

 
(3,704
)
Net increase in cash and equivalents
15,414

 
22,077

 
109,628

 

 
147,119

Cash and equivalents, beginning of period
17,616

 
13,432

 
56,349

 

 
87,397

Cash and equivalents of continuing and discontinued operations, end of period
33,030

 
35,509

 
165,977

 

 
234,516

Less: Cash and equivalents of discontinued operations, end of period

 
(149
)
 
(6,967
)
 

 
(7,116
)
Cash and equivalents, end of period
$
33,030

 
$
35,360

 
$
159,010

 
$

 
$
227,400


LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Cash Flows
(In thousands)
 
Year Ended December 31, 2015
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
$
262,812

 
$
393,422

 
$
136,361

 
$
(248,313
)
 
$
544,282

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Purchases of property and equipment
(1
)
 
(85,868
)
 
(84,621
)
 

 
(170,490
)
Investment and intercompany note activity with subsidiaries
(66,712
)
 

 

 
66,712

 

Acquisitions, net of cash acquired

 
(118,963
)
 
(41,554
)
 

 
(160,517
)
Other investing activities, net

 
5,446

 
(4,432
)
 

 
1,014

Net cash used in investing activities
(66,713
)
 
(199,385
)
 
(130,607
)
 
66,712

 
(329,993
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Proceeds from exercise of stock options
8,168

 

 

 

 
8,168

Taxes paid related to net share settlements of stock-based compensation awards
(7,581
)
 

 

 

 
(7,581
)
Debt issuance costs

 

 
(97
)
 

 
(97
)
Borrowings under revolving credit facilities
212,000

 

 
101,142

 

 
313,142

Repayments under revolving credit facilities
(352,000
)
 

 
(93,282
)
 

 
(445,282
)
Repayments under term loans
(22,500
)
 

 

 

 
(22,500
)
Borrowings under receivables securitization facility

 

 
3,858

 

 
3,858

Repayments under receivables securitization facility

 

 
(35,758
)
 

 
(35,758
)
Repayments (borrowings) of other debt, net
(31,500
)
 
(3,457
)
 
5,261

 

 
(29,696
)
Payments of other obligations

 
(21,896
)
 
(895
)
 

 
(22,791
)
Investment and intercompany note activity with parent

 
60,910

 
5,802

 
(66,712
)
 

Dividends

 
(248,313
)
 

 
248,313

 

Net cash used in financing activities
(193,413
)
 
(212,756
)
 
(13,969
)
 
181,601

 
(238,537
)
Effect of exchange rate changes on cash and equivalents

 
48

 
(3,008
)
 

 
(2,960
)
Net increase (decrease) in cash and equivalents
2,686

 
(18,671
)
 
(11,223
)
 

 
(27,208
)
Cash and equivalents, beginning of period
14,930

 
32,103

 
67,572

 

 
114,605

Cash and equivalents, end of period
$
17,616

 
$
13,432

 
$
56,349

 
$

 
$
87,397


LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Cash Flows
(In thousands)
 
Year Ended December 31, 2014
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
$
289,035

 
$
427,249

 
$
(53,348
)
 
$
(274,225
)
 
$
388,711

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Purchases of property and equipment
(44
)
 
(85,182
)
 
(55,724
)
 

 
(140,950
)
Investment and intercompany note activity with subsidiaries
(477,007
)
 
(608
)
 

 
477,615

 

Acquisitions, net of cash acquired

 
(635,171
)
 
(140,750
)
 

 
(775,921
)
Other investing activities, net

 
768

 
(4,891
)
 

 
(4,123
)
Net cash used in investing activities
(477,051
)
 
(720,193
)
 
(201,365
)
 
477,615

 
(920,994
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Proceeds from exercise of stock options
9,324

 

 

 

 
9,324

Taxes paid related to net share settlements of stock-based compensation awards
(443
)
 

 

 

 
(443
)
Debt issuance costs
(3,675
)
 

 
(75
)
 

 
(3,750
)
Borrowings under revolving credit facilities
867,000

 

 
720,644

 

 
1,587,644

Repayments under revolving credit facilities
(727,000
)
 

 
(371,518
)
 

 
(1,098,518
)
Borrowings under term loans
11,250

 

 

 

 
11,250

Repayments under term loans
(16,875
)
 

 

 

 
(16,875
)
Borrowings under receivables securitization facility

 

 
95,050

 

 
95,050

Repayments under receivables securitization facility

 

 
(150
)
 

 
(150
)
Repayments of other debt, net
(1,921
)
 
(2,310
)
 
(35,820
)
 

 
(40,051
)
Payments of other obligations

 
(464
)
 
(41,528
)
 

 
(41,992
)
Other financing activities, net
(12,640
)
 
12,340

 

 

 
(300
)
Investment and intercompany note activity with parent

 
576,384

 
(98,769
)
 
(477,615
)
 

Dividends

 
(274,225
)
 

 
274,225

 

Net cash provided by financing activities
125,020

 
311,725

 
267,834

 
(203,390
)
 
501,189

Effect of exchange rate changes on cash and equivalents

 
(371
)
 
(4,418
)
 

 
(4,789
)
Net (decrease) increase in cash and equivalents
(62,996
)
 
18,410

 
8,703

 

 
(35,883
)
Cash and equivalents, beginning of period
77,926

 
13,693

 
58,869

 

 
150,488

Cash and equivalents, end of period
$
14,930

 
$
32,103

 
$
67,572

 
$

 
$
114,605



Business Business - Additional Information (Details)
Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
 
Number of facilities (rounded)
1,300 
Business Combinations - Additional Information (Details)
12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended
Dec. 31, 2016
USD ($)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Dec. 31, 2015
Europe
USD ($)
Dec. 31, 2016
Europe
USD ($)
Dec. 31, 2014
Europe
USD ($)
Dec. 31, 2013
Europe
USD ($)
Dec. 31, 2016
North America
USD ($)
Dec. 31, 2015
North America
USD ($)
Dec. 31, 2014
North America
USD ($)
Dec. 31, 2013
North America
USD ($)
Dec. 31, 2016
Wholesale North America Segment
Dec. 31, 2015
Wholesale North America Segment
Dec. 31, 2016
Specialty
USD ($)
Dec. 31, 2015
Specialty
USD ($)
Dec. 31, 2014
Specialty
USD ($)
Dec. 31, 2013
Specialty
USD ($)
Dec. 31, 2016
Rhiag
USD ($)
Dec. 31, 2016
Rhiag
EUR (€)
Dec. 31, 2015
All 2015 Acquisitions
USD ($)
Dec. 31, 2014
Keystone Specialty
USD ($)
Dec. 31, 2014
All 2014 Acquisitions Excluding Keystone Specialty
USD ($)
Dec. 31, 2014
All 2014 Acquisitions Excluding Keystone Specialty
Europe
Dec. 31, 2014
All 2014 Acquisitions Excluding Keystone Specialty
Wholesale North America Segment
Dec. 31, 2014
All 2014 Acquisitions Excluding Keystone Specialty
Self Service Segment
Dec. 31, 2014
All 2014 Acquisitions Excluding Keystone Specialty
Specialty
Dec. 31, 2015
Netherlands Distributors
Europe
Dec. 31, 2014
Netherlands Distributors
Europe
Dec. 31, 2015
Netherlands Distributors Former Customers
Europe
Dec. 31, 2014
Netherlands Distributors Former Customers
Europe
Dec. 31, 2016
PGW [Member]
USD ($)
Dec. 31, 2015
PGW [Member]
USD ($)
Dec. 31, 2016
Andrew Page [Member]
USD ($)
Dec. 31, 2016
Andrew Page [Member]
GBP (£)
Dec. 31, 2016
EuropeacquisitionsexcludingAndrewPage [Member]
Europe
Dec. 31, 2016
All 2016 Acquisitions Excluding Rhiag PGW and Andrew Page [Member]
USD ($)
Dec. 31, 2016
Acquisition related expenses incurred post acquisition [Member]
PGW [Member]
USD ($)
Dec. 31, 2016
Acquisition-related expenses
USD ($)
Dec. 31, 2015
Acquisition-related expenses
USD ($)
Dec. 31, 2014
Acquisition-related expenses
USD ($)
Dec. 31, 2016
Acquisition-related expenses
Rhiag
USD ($)
Dec. 31, 2015
Acquisition-related expenses
Rhiag
USD ($)
Dec. 31, 2015
Acquisition-related expenses
Netherlands Distributors
USD ($)
Dec. 31, 2014
Acquisition-related expenses
Netherlands Distributors
USD ($)
Dec. 31, 2016
Acquisition-related expenses
PGW [Member]
USD ($)
Dec. 31, 2016
Forward Contracts [Member]
Rhiag
EUR (€)
Dec. 31, 2016
Income statement impact [Member]
PGW [Member]
USD ($)
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pro Forma costs excluded
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 5,400,000 
$ 17,800,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of acquisitions
 
 
 
 
12 
 
 
 
 
 
 
 
 
 
 
 
 
 
18 
 
22 
11 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total acquisition date fair value of the consideration for acquisitions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
602,000,000 
534,200,000 
187,900,000 
471,900,000 
359,100,000 
 
 
 
 
 
 
 
 
 
 
20,900,000 
16,400,000 
 
76,100,000 
 
 
 
 
 
 
 
 
 
 
 
Cash used in acquisitions, net of cash acquired
1,349,339,000 
160,517,000 
775,921,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
601,416,000 
533,600,000 
161,268,000 
427,100,000 
334,300,000 
 
 
 
 
 
 
 
 
661,748,000 
 
 
 
 
67,800,000 
 
 
 
 
 
 
 
 
 
 
 
Gain on bargain purchase
8,207,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes issued
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,296,000 
31,500,000 
13,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
4,100,000 
 
 
 
 
 
 
 
 
 
 
 
Other purchase price obligations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21,199,000 
13,400,000 
300,000 
 
 
 
 
 
 
 
 
 
 
 
 
4,200,000 
 
 
 
 
 
 
 
 
 
 
 
Contingent consideration liability
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,900,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum payment under contingent consideration agreement
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8,300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Settlement of pre-existing balances
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
591,000 
600,000 
1,073,000 
 
5,100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill
3,054,769,000 
2,319,246,000 
2,288,895,000 
1,937,444,000 
594,482,000 
1,099,976,000 
616,819,000 
578,507,000 
1,674,151,000 
1,445,850,000 
1,392,032,000 
1,358,937,000 
 
 
280,642,000 
278,914,000 
280,044,000 
585,415,000 
 
92,175,000 
237,700,000 
178,000,000 
 
 
 
 
 
 
 
 
205,058,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition, Goodwill, Expected Tax Deductible Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
69,900,000 
 
44,200,000 
 
 
 
 
 
 
 
 
104,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue generated by acquisitions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
854,200,000 
 
159,600,000 
 
 
 
 
 
 
 
 
 
 
706,800,000 
 
38,900,000 
 
 
35,400,000 
 
 
 
 
 
 
 
 
 
 
 
Business Combination, Pro Forma Information, Operating Income or Loss of Acquiree since Acquisition Date, Actual
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
25,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
10,700,000 
 
6,500,000 
 
 
1,500,000 
 
 
 
 
 
 
 
 
 
 
 
Operating income generated by acquisitions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restructuring and acquisition related expenses
37,762,000 
19,511,000 
14,806,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,100,000 
22,000,000 
6,400,000 
3,700,000 
10,900,000 
2,500,000 
1,600,000 
1,900,000 
4,100,000 
 
 
Debt assumed
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
550,843,000 
488,800,000 
2,365,000 
 
 
 
 
 
 
 
 
 
 
4,027,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Disposal Group, Including Discontinued Operation, Revenue
498,233,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DisposalGroup,IncludingDiscontinuedOperations,OperatingIncome
25,100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OperatingIncomefromDiscontinuedOperations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
25,065,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OperatingLossfromcontinuingoperations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14,300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative, Notional Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
588,000,000 
 
Gain on foreign exchange contracts - acquisition related
18,342,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
18,300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other intangibles
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
429,360,000 
 
9,926,000 
 
 
 
 
 
 
 
 
 
 
37,954,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill, Purchase Accounting Adjustments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 4,800,000 
Purchase Price Allocations for Acquisitions (Details)
12 Months Ended 12 Months Ended
Dec. 31, 2016
USD ($)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Dec. 31, 2016
Rhiag
USD ($)
Dec. 31, 2016
Rhiag
EUR (€)
Dec. 31, 2016
PGW [Member]
USD ($)
Dec. 31, 2016
All 2016 Acquisitions Excluding Rhiag and PGW [Member]
USD ($)
Dec. 31, 2016
All 2016 Acquisitions [Member]
USD ($)
Dec. 31, 2015
All 2015 Acquisitions
USD ($)
Dec. 31, 2014
Keystone Specialty
USD ($)
Dec. 31, 2014
All 2014 Acquisitions Excluding Keystone Specialty
USD ($)
Dec. 31, 2016
PGW [Member]
USD ($)
Dec. 31, 2016
Income statement impact [Member]
PGW [Member]
USD ($)
Dec. 31, 2016
Discontinued Operations impact on Income statement [Member]
PGW [Member]
USD ($)
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 4,800,000 
$ 4,000,000 
Business Combination, Adjustment, Inventory
3,614,000 
 
 
 
9,800,000 
 
 
 
 
 
 
 
 
Equity Method Investments
 
 
 
 
 
 
 
 
 
 
 
 
23,600,000 
 
 
Receivables
 
 
 
 
230,670,000 
 
136,523,000 
13,216,000 
380,409,000 
29,628,000 
 
 
 
 
 
Receivable reserves
 
 
 
 
(28,242,000)
 
(7,135,000)
(794,000)
(36,171,000)
(3,926,000)
 
 
 
 
 
Inventories (2)
 
 
 
 
239,529,000 
 
169,159,000 
62,223,000 
470,911,000 
79,646,000 
 
 
 
 
 
Prepaid expenses and other current assets
 
 
 
 
10,793,000 
 
42,573,000 
4,445,000 
57,811,000 
3,337,000 
 
 
 
 
 
Property and equipment
 
 
 
 
56,774,000 
 
225,645,000 
17,140,000 
299,559,000 
11,989,000 
 
 
 
 
 
Goodwill
3,054,769,000 
2,319,246,000 
2,288,895,000 
1,937,444,000 
585,415,000 
 
205,058,000 
52,336,000 
842,809,000 
92,175,000 
237,700,000 
178,000,000 
 
 
 
Other intangibles
 
 
 
 
429,360,000 
 
37,954,000 
2,537,000 
469,851,000 
9,926,000 
 
 
 
 
 
Other assets (3)
 
 
 
 
2,092,000 
 
57,671,000 
(133,000)
59,630,000 
5,166,000 
 
 
 
 
 
Deferred income taxes
 
 
 
 
(110,791,000)
 
17,506,000 
(1,000,000)
(94,285,000)
4,102,000 
 
 
 
 
 
Current liabilities assumed
 
 
 
 
(239,665,000)
 
(168,332,000)
(42,290,000)
(450,287,000)
(39,191,000)
 
 
 
 
 
Debt assumed
 
 
 
 
(550,843,000)
(488,800,000)
(4,027,000)
(2,378,000)
(557,248,000)
(2,365,000)
 
 
 
 
 
Other noncurrent liabilities assumed
 
 
 
 
(23,085,000)
 
(50,847,000)
(103,000)
(74,035,000)
(2,651,000)
 
 
 
 
 
Contingent consideration liabilities
 
 
 
 
 
 
 
 
 
 
 
(5,900,000)
 
 
 
Other purchase price obligations
 
 
 
 
 
(6,698,000)
(6,698,000)
(21,199,000)
(13,400,000)
(300,000)
 
 
 
Notes issued
 
 
 
 
 
(4,087,000)
(4,087,000)
(4,296,000)
(31,500,000)
(13,500,000)
 
 
 
Settlement of pre-existing balances
 
 
 
 
(591,000)
(600,000)
(32,000)
(623,000)
(1,073,000)
 
(5,100,000)
 
 
 
Gain on bargain purchase
(8,207,000)
 
 
 
 
(8,207,000)
(8,207,000)
 
 
 
 
 
 
Cash used in acquisitions, net of cash acquired
$ 1,349,339,000 
$ 160,517,000 
$ 775,921,000 
 
$ 601,416,000 
€ 533,600,000 
$ 661,748,000 
$ 86,175,000 
$ 1,349,339,000 
$ 161,268,000 
$ 427,100,000 
$ 334,300,000 
 
 
 
Pro Forma Effect of Businesses Acquired (Details) (USD $)
3 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
Revenue, as reported
$ 2,150,406,000 
$ 2,207,343,000 
$ 2,304,806,000 
$ 1,921,476,000 
$ 1,748,919,000 
$ 1,831,732,000 
$ 1,838,070,000 
$ 1,773,912,000 
$ 8,584,031,000 
$ 7,192,633,000 
$ 6,740,064,000 
Pro forma revenue
 
 
 
 
 
 
 
 
9,165,664,000 
9,141,688,000 
7,420,472,000 
Income from continuing operations
96,298,000 
109,844,000 
137,810,000 
112,171,000 
 
 
 
 
456,123,000 
423,223,000 
381,519,000 
Pro forma income from continuing operations
 
 
 
 
 
 
 
 
473,262,000 
453,963,000 
402,706,000 
Basic earnings per share from continuing operations
$ 0.31 
$ 0.36 
$ 0.45 
$ 0.37 
$ 0.31 
$ 0.33 
$ 0.39 
$ 0.35 
$ 1.49 
$ 1.39 
$ 1.26 
Pro forma earnings per share from continuing operations, basic (5)
 
 
 
 
 
 
 
 
$ 1.54 
$ 1.49 
$ 1.33 
Diluted earnings per share from continuing operations
$ 0.31 
$ 0.35 
$ 0.45 
$ 0.36 
$ 0.31 
$ 0.33 
$ 0.39 
$ 0.35 
$ 1.47 
$ 1.38 
$ 1.25 
Pro forma earnings per share from continuing operations, diluted (5)
 
 
 
 
 
 
 
 
$ 1.53 
$ 1.48 
$ 1.31 
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
37,762,000 
19,511,000 
14,806,000 
Rhiag
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
Revenue of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
213,376,000 
994,903,000 
 
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments
 
 
 
 
 
 
 
 
(662,000)
10,310,000 
 
Effect of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
$ 0.00 
$ 0.03 
 
Effect of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
$ 0.00 
$ 0.03 
 
PGW [Member]
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
Pro Forma costs excluded
 
 
 
 
 
 
 
 
5,400,000 
17,800,000 
 
Revenue of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
102,540,000 
339,012,000 
 
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments
 
 
 
 
 
 
 
 
7,574,000 
3,334,000 
 
Effect of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
$ 0.02 
$ 0.01 
 
Effect of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
$ 0.02 
$ 0.01 
 
Keystone Specialty
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
Revenue of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
3,443,000 
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments
 
 
 
 
 
 
 
 
521,000 
Effect of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
$ 0.00 
$ 0.00 
$ 0.00 
Effect of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
$ 0.00 
$ 0.00 
$ 0.00 
All 2016 Acquisitions Excluding Rhiag and PGW [Member]
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
Revenue of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
265,717,000 
 
 
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments
 
 
 
 
 
 
 
 
(807,000)
 
 
Effect of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
$ 0.00 
 
 
Effect of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
$ 0.00 
 
 
All 2015 Acquisitions
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
Acquisition Related Costs, Net of Tax
 
 
 
 
 
 
 
 
 
1,830,000 
 
Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Basic Share Effect
 
 
 
 
 
 
 
 
 
$ 0.01 
 
Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Diluted Share Effect
 
 
 
 
 
 
 
 
 
$ 0.01 
 
All 2016 and 2015 Acquisitions Excluding Rhiag and PGW [Member]
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
Revenue of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
 
615,140,000 
 
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments
 
 
 
 
 
 
 
 
 
15,266,000 
 
Effect of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
 
$ 0.05 
 
Effect of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
 
$ 0.05 
 
All 2015 and 2014 Acquisitions Excluding Keystone Specialty [Member]
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
Revenue of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
 
 
676,965,000 
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments
 
 
 
 
 
 
 
 
 
 
18,371,000 
Effect of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
 
 
$ 0.06 
Effect of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
 
 
$ 0.06 
All 2016 Acquisitions [Member]
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
Acquisition Related Costs, Net of Tax
 
 
 
 
 
 
 
 
11,034,000 
 
 
Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Basic Share Effect
 
 
 
 
 
 
 
 
$ 0.04 
 
 
Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Diluted Share Effect
 
 
 
 
 
 
 
 
$ 0.04 
 
 
All 2014 Acquisitions [Member]
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
Acquisition Related Costs, Net of Tax
 
 
 
 
 
 
 
 
 
 
2,295,000 
Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Basic Share Effect
 
 
 
 
 
 
 
 
 
 
$ 0.01 
Business Acquisition Pro Forma Income Loss From Acquisition Related Costs, Net of Tax, Per Diluted Share Effect
 
 
 
 
 
 
 
 
 
 
$ 0.01 
Acquisition-related expenses
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
22,000,000 
6,400,000 
3,700,000 
Acquisition-related expenses |
Rhiag
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
10,900,000 
2,500,000 
 
Acquisition-related expenses |
PGW [Member]
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
$ 4,100,000 
 
 
Discontinued Operations Net assets of discontinued operations (Details) (USD $)
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents
$ 7,116,000 
$ 0 
$ 0 
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net
77,442,000 
 
 
Disposal Group, Including Discontinued Operation, Inventory
71,952,000 
 
 
Disposal Group, Including Discontinued Operation, Prepaid and Other Assets
42,426,000 
 
 
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment
199,136,000 
 
 
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent
64,166,000 
 
 
Disposal Group, Including Discontinued Operation, Assets
456,640,000 
 
 
Disposal Group, Including Discontinued Operation, Accounts Payable
72,696,000 
 
 
Disposal Group, Including Discontinued Operation, Other Liabilities, Current
37,104,000 
 
 
disposal group, long-term obligation
1,648,000 
 
 
Disposal Group, Including Discontinued Operation, Other Liabilities, Noncurrent
33,656,000 
 
 
Disposal Group, Including Discontinued Operation, Liabilities
145,104,000 
 
 
Disposal Group, including Discontinued Operations, Net Assets
311,536,000 
 
 
OEM [Member]
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
Less: valuation allowance
$ (5,600,000)
 
 
Discontinued Operations (Details) (USD $)
3 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Intercompany Sales between Continuing and Discontinued Operations
 
 
 
$ 29,400,000 
 
 
Fixed asset impairment related to sale of business
 
 
 
21,100,000 
 
 
Disposal Group, Including Discontinued Operation, Revenue
 
 
 
498,233,000 
 
 
Disposal Group, Including Discontinued Operation, Costs of Goods Sold
 
 
 
(424,161,000)
 
 
Disposal Group, Including Discontinued Operation, Operating Expense
 
 
 
(22,330,000)
 
 
Impairment on net assets of discontinued operations
 
 
 
26,677,000 
 
 
Discontinued Operation, Tax Effect of Gain (Loss) from Disposal of Discontinued Operation
 
 
 
6,900,000 
 
 
Proceeds from Divestiture of Businesses
 
 
 
310,000,000 
 
 
Disposal Group, Including Discontinued Operation, Other Expense
 
 
 
(9,136,000)
 
 
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax
 
 
 
15,929,000 
 
 
Discontinued Operation, Tax Effect of Gain (Loss) from Disposal of Discontinued Operation
 
 
 
(8,252,000)
 
 
disposal group, including discontinued operation, equity in earnings
 
 
 
175,000 
 
 
Income from discontinued operations, net of tax
(9,967,000)
12,844,000 
4,975,000 
7,852,000 
Interest Allocated to Discontinued Operations
 
 
 
6,200,000 
 
 
disposal group, including discontinued operation tax expense
 
 
 
(11,646,000)
22,388,000 
6,242,000 
Capital Expenditures
 
 
 
207,074,000 
170,490,000 
140,950,000 
Cash Provided by (Used in) Operating Activities, Discontinued Operations
 
 
 
64,400,000 
 
 
Cash Provided by (Used in) Investing Activities, Discontinued Operations
 
 
 
28,600,000 
 
 
Capital Lease Debt payment
 
 
 
1,000,000 
 
 
OEM [Member]
 
 
 
 
 
 
Valuation allowance due to sale of business
5,600,000 
 
 
5,600,000 
 
 
Continuing and Discontinued Operations [Member]
 
 
 
 
 
 
Disposal Group, Including Discontinued Operation, Depreciation and Amortization
 
 
 
7,752,000 
 
 
Impairment on net assets of discontinued operations
 
 
 
(26,677,000)
 
 
disposal group, including discontinued operation tax expense
 
 
 
(4,516,000)
 
 
Capital Expenditures
 
 
 
24,156,000 
 
 
Investments in unconsolidated subsidiaries
 
 
 
$ (4,400,000)
 
 
Summary of Significant Accounting Policies - Additional Information (Details) (USD $)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Finite-Lived Intangible Assets
 
 
 
Reserve for estimated returns, discounts and allowances
$ (38,300,000)
$ (32,800,000)
 
Reserve for uncollectible accounts
45,600,000 
24,600,000 
 
Depreciation
114,800,000 
94,400,000 
90,900,000 
Amortization expense
83,500,000 
33,800,000 
34,500,000 
Estimated annual amortization expense in year one
90,700,000 
 
 
Estimated annual amortization expense in year two
75,500,000 
 
 
Estimated annual amortization expense in year three
62,200,000 
 
 
Estimated annual amortization expense in year four
49,000,000 
 
 
Estimated annual amortization expense in year five
41,500,000 
 
 
Self-insurance reserve, total
84,500,000 
78,400,000 
 
Self-insurance reserve, current
39,548,000 
37,800,000 
 
Percentage threshold to measure tax benefit
50.00% 
 
 
Investment in unconsolidated subsidiary
183,467,000 
2,755,000 
8,128,000 
Self-insurance
 
 
 
Finite-Lived Intangible Assets
 
 
 
Outstanding letters of credit
70,500,000 
64,900,000 
 
Aftermarket and refurbished products
 
 
 
Finite-Lived Intangible Assets
 
 
 
Inventories (2)
387,400,000 
 
 
Salvage and remanufactured products
 
 
 
Finite-Lived Intangible Assets
 
 
 
Inventories (2)
5,700,000 
 
 
Salvage Mechanical Products
 
 
 
Finite-Lived Intangible Assets
 
 
 
Standard warranty period
6 months 
 
 
Remanufactured Engines
 
 
 
Finite-Lived Intangible Assets
 
 
 
Standard warranty period
3 years 
 
 
Rhiag
 
 
 
Finite-Lived Intangible Assets
 
 
 
Reserve for uncollectible accounts
23,000,000 
 
 
Inventories (2)
239,529,000 
 
 
Intangible assets recognized
429,360,000 
 
 
PGW [Member]
 
 
 
Finite-Lived Intangible Assets
 
 
 
Reserve for uncollectible accounts
1,400,000 
 
 
Inventories (2)
169,159,000 
 
 
Intangible assets recognized
37,954,000 
 
 
Trade names and trademarks |
Minimum
 
 
 
Finite-Lived Intangible Assets
 
 
 
Useful life, years
4 years 
 
 
Trade names and trademarks |
Maximum
 
 
 
Finite-Lived Intangible Assets
 
 
 
Useful life, years
30 years 
 
 
Software and technology related assets |
Minimum
 
 
 
Finite-Lived Intangible Assets
 
 
 
Useful life, years
3 years 
 
 
Software and technology related assets |
Maximum
 
 
 
Finite-Lived Intangible Assets
 
 
 
Useful life, years
6 years 
 
 
Covenants not to compete |
Minimum
 
 
 
Finite-Lived Intangible Assets
 
 
 
Useful life, years
1 year 
 
 
Covenants not to compete |
Maximum
 
 
 
Finite-Lived Intangible Assets
 
 
 
Useful life, years
5 years 
 
 
Mekonomen [Member]
 
 
 
Finite-Lived Intangible Assets
 
 
 
Investment in unconsolidated subsidiary, ownership percentage
26.50% 
 
 
Investment in unconsolidated subsidiary
$ 181,300,000 
 
 
Summary of Significant Accounting Policies Schedule of Inventory (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Product Information
 
 
 
Inventories
$ 1,935,237 
$ 1,556,552 
$ 1,433,847 
Aftermarket and refurbished products
 
 
 
Product Information
 
 
 
Inventories
1,540,257 
1,146,162 
 
Salvage and remanufactured products
 
 
 
Product Information
 
 
 
Inventories
$ 394,980 
$ 410,390 
 
Summary of Significant Accounting Policies Schedule of Estimated Useful Lives (Details)
12 Months Ended
Dec. 31, 2016
Land improvements |
Minimum
 
Property, Plant and Equipment
 
Estimated useful life
10 years 
Land improvements |
Maximum
 
Property, Plant and Equipment
 
Estimated useful life
20 years 
Buildings and improvements |
Minimum
 
Property, Plant and Equipment
 
Estimated useful life
20 years 
Buildings and improvements |
Maximum
 
Property, Plant and Equipment
 
Estimated useful life
40 years 
Machinery and equipment |
Minimum
 
Property, Plant and Equipment
 
Estimated useful life
3 years 
Machinery and equipment |
Maximum
 
Property, Plant and Equipment
 
Estimated useful life
20 years 
Computer equipment and software |
Minimum
 
Property, Plant and Equipment
 
Estimated useful life
3 years 
Computer equipment and software |
Maximum
 
Property, Plant and Equipment
 
Estimated useful life
10 years 
Vehicles and trailers |
Minimum
 
Property, Plant and Equipment
 
Estimated useful life
3 years 
Vehicles and trailers |
Maximum
 
Property, Plant and Equipment
 
Estimated useful life
10 years 
Furniture and Fixtures [Member] |
Minimum
 
Property, Plant and Equipment
 
Estimated useful life
5 years 
Furniture and Fixtures [Member] |
Maximum
 
Property, Plant and Equipment
 
Estimated useful life
7 years 
Summary of Significant Accounting Policies Schedule of Property and Equipment (Details) (USD $)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Property, Plant and Equipment
 
 
 
Property and equipment excluding construction in progress, gross
$ 1,205,770,000 
$ 1,053,841,000 
 
Less—Accumulated depreciation
(495,644,000)
(437,946,000)
 
Construction in progress
101,450,000 
80,672,000 
 
Property, Plant and Equipment, Net
811,576,000 
696,567,000 
629,987,000 
Depreciation
114,800,000 
94,400,000 
90,900,000 
Land and improvements
 
 
 
Property, Plant and Equipment
 
 
 
Property and equipment excluding construction in progress, gross
127,211,000 
118,420,000 
 
Buildings and improvements
 
 
 
Property, Plant and Equipment
 
 
 
Property and equipment excluding construction in progress, gross
209,773,000 
183,480,000 
 
Machinery and equipment
 
 
 
Property, Plant and Equipment
 
 
 
Property and equipment excluding construction in progress, gross
429,446,000 
355,313,000 
 
Computer equipment and software
 
 
 
Property, Plant and Equipment
 
 
 
Property and equipment excluding construction in progress, gross
120,316,000 
130,363,000 
 
Vehicles and trailers
 
 
 
Property, Plant and Equipment
 
 
 
Property and equipment excluding construction in progress, gross
138,263,000 
101,201,000 
 
Furniture and Fixtures [Member]
 
 
 
Property, Plant and Equipment
 
 
 
Property and equipment excluding construction in progress, gross
28,405,000 
24,332,000 
 
Leasehold improvements
 
 
 
Property, Plant and Equipment
 
 
 
Property and equipment excluding construction in progress, gross
$ 152,356,000 
$ 140,732,000 
 
Changes in Carrying Amount of Goodwill (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Goodwill [Roll Forward]
 
 
 
Beginning balance
$ 2,319,246 
$ 2,288,895 
$ 1,937,444 
Business acquisitions and adjustments to previously recorded goodwill
842,809 
92,175 
415,703 
Exchange rate effects
(107,286)
(61,824)
(64,252)
Ending balance
3,054,769 
2,319,246 
2,288,895 
North America
 
 
 
Goodwill [Roll Forward]
 
 
 
Beginning balance
1,445,850 
1,392,032 
1,358,937 
Business acquisitions and adjustments to previously recorded goodwill
226,483 
72,355 
43,752 
Exchange rate effects
1,818 
(18,537)
(10,657)
Ending balance
1,674,151 
1,445,850 
1,392,032 
Europe
 
 
 
Goodwill [Roll Forward]
 
 
 
Beginning balance
594,482 
616,819 
578,507 
Business acquisitions and adjustments to previously recorded goodwill
614,437 
21,217 
91,916 
Exchange rate effects
(108,943)
(43,554)
(53,604)
Ending balance
1,099,976 
594,482 
616,819 
Specialty
 
 
 
Goodwill [Roll Forward]
 
 
 
Beginning balance
278,914 
280,044 
Business acquisitions and adjustments to previously recorded goodwill
1,889 
(1,397)
280,035 
Exchange rate effects
(161)
267 
Ending balance
280,642 
278,914 
280,044 
PGW [Member]
 
 
 
Goodwill [Roll Forward]
 
 
 
Ending balance
205,058 
 
 
Rhiag
 
 
 
Goodwill [Roll Forward]
 
 
 
Ending balance
$ 585,415 
 
 
Components of Other Intangibles (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2016
Trade names and trademarks
Dec. 31, 2015
Trade names and trademarks
Dec. 31, 2016
Customer and supplier relationships
Dec. 31, 2015
Customer and supplier relationships
Dec. 31, 2016
Software and technology related assets
Dec. 31, 2015
Software and technology related assets
Dec. 31, 2016
Covenants not to compete
Dec. 31, 2015
Covenants not to compete
Dec. 31, 2016
Rhiag
Dec. 31, 2016
Rhiag
Trade names and trademarks
Dec. 31, 2016
Rhiag
Software and technology related assets
Dec. 31, 2016
Rhiag
Covenants not to compete
Dec. 31, 2016
Rhiag
Customer and supplier relationships [Member]
Dec. 31, 2016
PGW [Member]
Dec. 31, 2016
PGW [Member]
Trade names and trademarks
Dec. 31, 2016
PGW [Member]
Software and technology related assets
Dec. 31, 2016
PGW [Member]
Covenants not to compete
Dec. 31, 2016
PGW [Member]
Customer and supplier relationships [Member]
Dec. 31, 2016
All 2016 Acquisitions Excluding Rhiag and PGW [Member]
Dec. 31, 2016
All 2016 Acquisitions Excluding Rhiag and PGW [Member]
Trade names and trademarks
Dec. 31, 2016
All 2016 Acquisitions Excluding Rhiag and PGW [Member]
Software and technology related assets
Dec. 31, 2016
All 2016 Acquisitions Excluding Rhiag and PGW [Member]
Covenants not to compete
Dec. 31, 2016
All 2016 Acquisitions Excluding Rhiag and PGW [Member]
Customer and supplier relationships [Member]
Dec. 31, 2016
All 2016 Acquisitions [Member]
Dec. 31, 2016
All 2016 Acquisitions [Member]
Trade names and trademarks
Dec. 31, 2016
All 2016 Acquisitions [Member]
Software and technology related assets
Dec. 31, 2016
All 2016 Acquisitions [Member]
Covenants not to compete
Dec. 31, 2016
All 2016 Acquisitions [Member]
Customer and supplier relationships [Member]
Dec. 31, 2015
All 2015 Acquisitions
Dec. 31, 2015
All 2015 Acquisitions
Trade names and trademarks
Dec. 31, 2015
All 2015 Acquisitions
Software and technology related assets
Dec. 31, 2015
All 2015 Acquisitions
Covenants not to compete
Dec. 31, 2015
All 2015 Acquisitions
Customer and supplier relationships [Member]
Dec. 31, 2016
Maximum
Trade names and trademarks
Dec. 31, 2016
Maximum
Software and technology related assets
Dec. 31, 2016
Maximum
Covenants not to compete
Dec. 31, 2016
Maximum
Customer and supplier relationships [Member]
Dec. 31, 2016
Minimum
Trade names and trademarks
Dec. 31, 2016
Minimum
Software and technology related assets
Dec. 31, 2016
Minimum
Covenants not to compete
Dec. 31, 2016
Minimum
Customer and supplier relationships [Member]
Finite-Lived Intangible Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amount that fair value exceeds carrying value
10.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Finite-Lived Intangible Asset, Useful Life
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
30 years 
6 years 
5 years 
20 years 
4 years 
3 years 
1 year 
4 years 
Intangible assets recognized
 
 
 
 
 
 
 
 
 
 
$ 429,360 
 
 
 
 
$ 37,954 
 
 
 
 
$ 2,537 
 
 
 
 
$ 469,851 
 
 
 
 
$ 9,926 
 
 
 
 
 
 
 
 
 
 
 
 
Gross carrying amount
770,347 
323,001 
286,008 
172,219 
395,284 
95,508 
77,329 
44,500 
11,726 
10,774 
429,360 
127,351 
10,116 
291,893 
37,954 
5,500 
1,154 
1,600 
29,700 
2,537 
1,015 
1,420 
102 
469,851 
133,866 
12,690 
1,702 
321,593 
9,926 
3,555 
1,213 
557 
4,601 
 
 
 
 
 
 
 
 
Accumulated amortization
(186,116)
(107,884)
(51,104)
(43,458)
(92,079)
(41,007)
(35,648)
(17,844)
(7,285)
(5,575)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net
$ 584,231 
$ 215,117 
$ 234,904 
$ 128,761 
$ 303,205 
$ 54,501 
$ 41,681 
$ 26,656 
$ 4,441 
$ 5,199 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Changes in Warranty Reserve (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Warranty Reserve [Roll Forward]
 
 
Beginning balance
$ 17,363 
$ 14,881 
Warranty expense
32,096 
33,727 
Warranty claims
(29,825)
(31,245)
Ending balance
$ 19,634 
$ 17,363 
Summary of Significant Accounting Policies Schedule of New Accounting Pronouncements (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
New Accounting Pronouncement, Early Adoption [Line Items]
 
 
Other Assets
$ 101,562 
$ 73,440 
Other current liabilities
37,943 
31,596 
Deferred Income Taxes
$ (199,657)
$ (127,239)
Summary of Significant Accounting Policies Impact to quarterly financial statements as result of adoption of ASU 2016-09 (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net Cash Provided by (Used in) Operating Activities
 
 
 
 
 
 
 
 
$ 635,014 
$ 544,282 
$ 388,711 
Net Cash Provided by (Used in) Financing Activities
 
 
 
 
 
 
 
 
1,225,737 
(238,537)
501,189 
Net income
86,331 
122,688 
142,785 
112,171 
95,060 
101,346 
119,722 
107,095 
463,975 
423,223 
381,519 
Earnings Per Share, Basic
 
 
 
 
 
 
 
 
$ 1.51 1
$ 1.39 1
$ 1.26 1
Diluted Earnings Per Share
 
 
 
 
 
 
 
 
$ 1.50 1
$ 1.38 1
$ 1.25 1
Restatement Adjustment [Member] |
ASU 2016-09 adjustments [Member]
 
 
 
 
 
 
 
 
 
 
 
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net Cash Provided by (Used in) Operating Activities
 
 
 
 
 
 
 
 
 
14,400 
17,800 
Net Cash Provided by (Used in) Financing Activities
 
 
 
 
 
 
 
 
 
$ 14,400 
$ 17,800 
Equity Incentive Plans - Additional Information (Details) (USD $)
12 Months Ended 12 Months Ended 1 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2016
RSUs
Dec. 31, 2015
RSUs
Dec. 31, 2014
RSUs
Dec. 31, 2016
Performance Shares
Dec. 31, 2015
Performance Shares
Dec. 31, 2014
Performance Shares
Dec. 31, 2016
Stock Options
Dec. 31, 2015
Stock Options
Dec. 31, 2014
Stock Options
Dec. 31, 2016
1998 Equity Incentive Plan
Dec. 31, 2016
Minimum
Stock Options
Dec. 31, 2016
Maximum
Stock Options
Jan. 31, 2017
Subsequent Event [Member]
RSUs
Share-based Compensation Arrangement by Share-based Payment Award
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total shares approved under the Equity Incentive Plan
 
 
 
 
 
 
 
 
 
 
 
 
69,900,000 
 
 
 
Shares available for issuance under the Equity Incentive Plan
 
 
 
 
 
 
 
 
 
 
 
 
11,655,739 
 
 
 
Vesting period
 
 
 
5 years 
 
 
 
 
 
5 years 
 
 
 
 
 
 
RSUs granted, shares
 
 
 
976,318 
 
 
261,851 
215,076 
175,800 
 
 
 
 
 
 
678,450 
Fair value of RSUs or restricted stock vested during the period
 
 
 
$ 29,200,000 
$ 28,200,000 
$ 27,700,000 
 
 
 
 
 
 
 
 
 
 
Stock options expiration period
 
 
 
 
 
 
 
 
 
 
 
 
 
6 years 
10 years 
 
Fair value of stock options vested
 
 
 
 
 
 
 
 
 
 
1,200,000 
3,300,000 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value
 
 
 
 
 
 
 
 
 
27,844,000 
32,400,000 
38,400,000 
 
 
 
 
Stock-based compensation expense
$ 22,345,000 
$ 21,336,000 
$ 22,021,000 
$ 22,183,000 
$ 21,058,000 
$ 18,965,000 
$ 7,300,000 
$ 8,200,000 
$ 8,200,000 
$ 162,000 
$ 278,000 
$ 3,056,000 
 
 
 
 
Equity Incentive Plans Schedule of Unvested Restricted Stock Units Activity (Details) (RSUs, USD $)
In Thousands, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
RSUs
 
 
Summary of Expected to Vest RSUs [Line Items]
 
 
Unvested RSUs, shares
1,873,737 
1,981,292 
RSUs granted, shares
976,318 
 
RSUs vested, shares
(996,607)
 
RSUs forfeited/canceled, shares
(87,266)
 
RSUs expected to vest, shares
1,723,579 
 
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
$ 27.15 
 
RSUs expected to vest, weighted average grant date fair value
$ 27.45 
 
RSUs expected to vest, weighted average remaining contractual term
2 years 4 months 24 days 
 
RSUs expected to vest, aggregate intrinsic value
$ 52,828 
 
Equity Incentive Plans Schedule of Stock Option Activity (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
 
 
 
Stock options outstanding, shares
2,623,217 
3,765,952 
 
Stock options exercised, shares
(1,124,317)
 
 
Stock options forfeited/canceled, shares
(18,418)
 
 
Exercisable stock options, shares
2,543,299 
 
 
Exercisable and expected to vest stock options, shares
2,623,217 
 
 
Stock options outstanding, weighted average exercise price
$ 9.19 
$ 8.63 
 
Stock options exercised, weighted average exercise price
$ 7.08 
 
 
Stock options forfeited/canceled, weighted average exercise price
$ 24.14 
 
 
Exercisable stock options, weighted average exercise price
$ 8.46 
 
 
Exercisable and expected to vest stock options, weighted average exercise price
$ 9.19 
 
 
Stock options outstanding, weighted average remaining contractual term (years)
2 years 3 months 18 days 
 
 
Exercisable stock options, weighted average remaining contractual term (years)
2 years 3 months 18 days 
 
 
Exercisable and expected to vest stock options, weighted average remaining contractual term (years)
2 years 3 months 18 days 
 
 
Stock options outstanding, aggregate intrinsic value
$ 56,427 
 
 
Exercisable stock options, aggregate intrinsic value
56,427 
 
 
Exercisable and expected to vest stock options, aggregate intrinsic value
56,427 
 
 
Restricted Stock Units (RSUs) [Member]
 
 
 
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period
976,318 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value
$ 29.05 
 
 
Stock Options
 
 
 
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
 
 
 
Stock options exercised, aggregate intrinsic value
$ 27,844 
$ 32,400 
$ 38,400 
Schedule of Pre-Tax Stock-Based Compensation Expense (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award
 
 
 
Stock-based compensation expense
$ 22,345 
$ 21,336 
$ 22,021 
RSUs
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award
 
 
 
Stock-based compensation expense
22,183 
21,058 
18,965 
Stock Options
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award
 
 
 
Stock-based compensation expense
$ 162 
$ 278 
$ 3,056 
Schedule of Stock-Based Compensation Expense Included in Statements of Income (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Employee Service Share-based Compensation, Allocation of Recognized Period Costs
 
 
 
Stock-based compensation expense, before tax
$ 22,345 
$ 21,336 
$ 22,021 
Income tax benefit
(8,268)
(8,221)
(8,478)
Total stock-based compensation expense, net of tax
14,077 
13,115 
13,543 
Cost of goods sold
 
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs
 
 
 
Stock-based compensation expense, before tax
407 
358 
410 
Facility and warehouse expenses
 
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs
 
 
 
Stock-based compensation expense, before tax
3,980 
2,271 
2,195 
Selling, general and administrative expenses
 
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs
 
 
 
Stock-based compensation expense, before tax
$ 17,958 
$ 18,707 
$ 19,416 
Schedule of Stock-Based Compensation Expense Expected to be Recognized (Details) (RSUs, USD $)
In Thousands, unless otherwise specified
Dec. 31, 2016
RSUs
 
Share-based Compensation Arrangement by Share-based Payment Award
 
2014
$ 15,356 
2015
10,379 
2016
6,261 
2017
3,260 
2018
353 
Total unrecognized compensation expense
$ 35,609 
Computation of Earnings Per Share (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Earnings Per Share [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations
$ 96,298 
$ 109,844 
$ 137,810 
$ 112,171 
 
 
 
 
$ 456,123 
$ 423,223 
$ 381,519 
Denominator for basic earnings per share—Weighted-average shares outstanding
 
 
 
 
 
 
 
 
306,897 
304,722 
302,343 
Effect of dilutive securities:
 
 
 
 
 
 
 
 
 
 
 
RSUs
 
 
 
 
 
 
 
 
689 
667 
791 
Stock options
 
 
 
 
 
 
 
 
2,198 
2,107 
2,905 
Restricted stock
 
 
 
 
 
 
 
 
Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding
 
 
 
 
 
 
 
 
309,784 
307,496 
306,045 
Basic earnings per share from continuing operations
$ 0.31 
$ 0.36 
$ 0.45 
$ 0.37 
$ 0.31 
$ 0.33 
$ 0.39 
$ 0.35 
$ 1.49 
$ 1.39 
$ 1.26 
Diluted earnings per share from continuing operations
$ 0.31 
$ 0.35 
$ 0.45 
$ 0.36 
$ 0.31 
$ 0.33 
$ 0.39 
$ 0.35 
$ 1.47 
$ 1.38 
$ 1.25 
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share (Details)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
RSUs
 
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share
 
 
 
Antidilutive securities
57 
230 
289 
Stock Options
 
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share
 
 
 
Antidilutive securities
63 
96 
116 
Accumulated Other Comprehensive Income (Loss) Schedule of Accumulated Other Comprehensive Income (Loss) (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment [Roll Forward]
 
 
 
Balance, beginning
$ (96,890)
$ (27,073)
$ 24,906 
Pretax income (loss)
(175,639)
(69,817)
(51,979)
Balance, ending
(272,529)
(96,890)
(27,073)
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges [Roll Forward]
 
 
 
Balance, beginning
(932)
(3,401)
(5,596)
Pretax income (loss)
(12,382)
1,664 
1,586 
Income tax effect
(4,581)
(538)
(382)
Reclassification of unrealized loss (gain)
1,789 
5,366 
5,200 
Reclassification of deferred income taxes
(567)
(1,771)
(1,801)
Balance, ending
8,091 
(932)
(3,401)
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans [Roll Forward]
 
 
 
Balance, beginning
(7,648)
(9,751)
701 
Pretax income (loss)
7,175 
2,245 
(13,506)
Income tax effect
(2,636)
561 
(3,179)
Reclassification of unrealized loss (gain)
496 
559 
(166)
Reclassification of deferred income taxes
(124)
(140)
41 
Balance, ending
(2,737)
(7,648)
(9,751)
Balance, beginning
(105,470)
(40,225)
20,011 
Pretax income (loss)
(156,082)
(69,236)
(67,071)
Income tax effect
(7,217)
23 
(3,561)
Reclassification of Unrealized Loss (Gain)
2,285 
5,925 
5,034 
Reclassification of deferred income taxes
(691)
(1,911)
(1,760)
Balance, ending
$ (267,175)
$ (105,470)
$ (40,225)
Accumulated Other Comprehensive Income (Loss) Additional Information (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items]
 
 
 
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax
$ 12,382 
$ (1,664)
$ (1,586)
Reclassification of unrealized loss (gain)
(1,789)
(5,366)
(5,200)
Interest Rate Swap
 
 
 
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items]
 
 
 
Reclassification of unrealized loss (gain)
(3,500)
(5,400)
(6,200)
Cross Currency Interest Rate Contract
 
 
 
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items]
 
 
 
Reclassification of unrealized loss (gain)
1,700 
 
 
Foreign Exchange Contract [Member]
 
 
 
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items]
 
 
 
Reclassification of unrealized loss (gain)
 
 
$ 1,000 
Long-Term Obligations - Additional Information (Details)
12 Months Ended 12 Months Ended 12 Months Ended
Dec. 31, 2016
USD ($)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Dec. 31, 2014
Credit Agreement
USD ($)
Dec. 31, 2016
Credit Agreement
USD ($)
Jan. 29, 2016
Credit Agreement
Dec. 31, 2015
Credit Agreement
USD ($)
Mar. 27, 2014
Credit Agreement
Dec. 31, 2016
Senior Notes
USD ($)
Dec. 31, 2015
Senior Notes
USD ($)
Dec. 31, 2016
Receivables securitization
USD ($)
Nov. 29, 2016
Receivables securitization
USD ($)
Dec. 31, 2015
Receivables securitization
USD ($)
Dec. 31, 2014
Amended Credit Agreement
Credit Agreement
USD ($)
Mar. 27, 2014
Amended Credit Agreement
Credit Agreement
USD ($)
Dec. 31, 2016
Fourth Amended Credit Agreement
Credit Agreement
USD ($)
Jan. 29, 2016
Fourth Amended Credit Agreement
Credit Agreement
USD ($)
Jan. 29, 2016
Fourth Amended Credit Agreement
USD Term Loan
EUR (€)
Jan. 29, 2016
Fourth Amended Credit Agreement
Euro Term Loan
EUR (€)
Jan. 29, 2016
Fourth Amended Credit Agreement
Multicurrency Component
Credit Agreement
USD ($)
May 9, 2013
Four Point Seven Five Percent Senior Notes Due May 2023
Debt Instrument
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred Finance Costs, Net
$ 23,900,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum credit agreement borrowings
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,300,000,000 
 
3,200,000,000 
 
 
 
 
Maximum revolving credit facility borrowings
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,450,000,000 
 
Debt and capital lease obligations
3,365,687,000 
1,599,695,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 rates
 
 
 
 
2.00% 
 
1.80% 
 
 
 
1.80% 
 
 
 
 
 
 
 
 
 
 
Increment change in commitment fees
 
 
 
 
 
0.05% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrowings under credit agreement, carrying value
 
 
 
 
2,100,000,000 
 
891,100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fronting fee on letters of credit in addition to participation commission
 
 
 
 
 
0.125% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current maturities of credit agreement
 
 
 
 
37,200,000 
 
22,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding letters of credit
 
 
 
 
72,700,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Availability on the revolving credit facility
 
 
 
 
1,000,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred Finance Costs, Noncurrent, Net
2,305,000 
1,460,000 
 
3,400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
RestrictivePaymentsUnderBorrowingAgreement
1,000,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss on debt extinguishment
26,650,000 
324,000 
 
 
 
 
 
 
 
 
 
 
300,000 
 
1,100,000 
 
 
 
 
 
Debt instrument, face amount
 
 
 
 
 
 
 
 
600,000,000 
600,000,000 
 
 
 
 
 
 
 
 
 
 
 
Senior notes interest rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4.75% 
Receivables securitization maximum borrowing capacity
 
 
 
 
 
 
 
 
 
 
 
100,000,000 
 
 
 
 
 
 
 
 
 
Receivables used as collateral for receivables securitization facility
140,300,000 
136,100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrowings under receivable securitization facility, carrying value
 
 
 
 
 
 
 
 
 
 
100,000,000 
 
63,000,000 
 
 
 
 
 
 
 
 
Payments of Financing Costs
 
 
 
$ 3,700,000 
 
 
 
 
 
 
 
 
 
 
 
$ 6,100,000 
 
 
 
 
 
Schedule of Long-Term Obligations (Details)
12 Months Ended 12 Months Ended 12 Months Ended 0 Months Ended 0 Months Ended
Dec. 31, 2016
USD ($)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Dec. 31, 2014
Credit Agreement
USD ($)
Dec. 31, 2016
Credit Agreement
USD ($)
Dec. 31, 2015
Credit Agreement
USD ($)
Dec. 31, 2016
Loans Payable
USD ($)
Dec. 31, 2015
Loans Payable
USD ($)
Dec. 31, 2016
Revolving Credit Facility
USD ($)
Dec. 31, 2015
Revolving Credit Facility
USD ($)
Dec. 31, 2016
Senior Notes
USD ($)
Dec. 31, 2015
Senior Notes
USD ($)
Dec. 31, 2016
Euro Notes [Member]
USD ($)
Apr. 14, 2016
Euro Notes [Member]
EUR (€)
Dec. 31, 2016
Receivables securitization
USD ($)
Dec. 31, 2015
Receivables securitization
USD ($)
Dec. 31, 2016
Notes payable
USD ($)
Dec. 31, 2015
Notes payable
USD ($)
Dec. 31, 2016
Other long-term debt
USD ($)
Dec. 31, 2015
Other long-term debt
USD ($)
Dec. 31, 2016
Fourth Amended Credit Agreement
Credit Agreement
USD ($)
Jan. 29, 2016
Fourth Amended Credit Agreement
Credit Agreement
USD ($)
May 9, 2013
Four Point Seven Five Percent Senior Notes Due May 2023
Dec. 31, 2016
Third Amended Credit Agreement [Member]
Credit Agreement
USD ($)
Dec. 31, 2016
Rhiag
USD ($)
Dec. 31, 2016
Rhiag
EUR (€)
Mar. 24, 2016
Rhiag
USD ($)
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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Incurred under Line of Credit Facility, Used to Repay Debt Acquired
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 508,000,000 
 
 
 
 
 
 
Payments of Financing Costs
 
 
 
3,700,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6,100,000 
 
 
 
 
 
 
 
 
 
 
 
 
Secured Debt, Current
 
 
 
 
37,200,000 
22,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Term loan
 
 
 
 
 
 
732,684,000 
410,625,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term Line of Credit
 
 
 
 
 
 
 
 
1,358,220,000 
480,481,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt instrument, face amount
 
 
 
 
 
 
 
 
 
 
600,000,000 
600,000,000 
525,850,000 
500,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Interest Rate, Stated Percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
3.875% 
 
 
 
 
 
 
 
 
4.75% 
 
 
 
 
 
 
 
 
 
 
Borrowings under receivable securitization facility, carrying value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100,000,000 
63,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes Payable
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11,808,000 
16,104,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other long-term debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
37,125,000 
29,485,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term obligations, total
3,365,687,000 
1,599,695,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
750,000,000 
 
 
 
 
 
 
 
 
 
 
 
Deferred Finance Costs, Current, Net
(21,611,000)
(13,533,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred Finance Costs, Noncurrent, Net
(2,305,000)
(1,460,000)
 
(3,400,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term obligations, total, net
3,341,771,000 
1,584,702,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current portion of long-term obligations
(66,109,000)
(56,034,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-Term Obligations, Excluding Current Portion
3,275,662,000 
1,528,668,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred Finance Costs, Gross
 
 
 
 
 
 
 
 
 
 
 
 
10,300,000 
 
 
 
 
 
 
 
5,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
Gains (Losses) on Extinguishment of Debt
(26,650,000)
(324,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1,100,000)
 
 
(1,800,000)
 
 
 
 
 
 
 
 
 
Debt assumed
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(550,843,000)
(488,800,000)
 
 
 
(519,600,000)
(465,000,000)
 
 
Interest Paid
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 
Schedule of Long-Term Obligations (Parenthetical) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Debt Instrument
 
 
Deferred Finance Costs, Net
$ 23.9 
 
Notes payable
 
 
Debt Instrument
 
 
Weighted average interest rates
2.10% 
2.20% 
Other long-term debt
 
 
Debt Instrument
 
 
Weighted average interest rates
2.40% 
2.40% 
Credit Agreement
 
 
Debt Instrument
 
 
Weighted average interest rates
2.00% 
1.80% 
Current maturities of credit agreement
$ 37.2 
$ 22.5 
Long-Term Obligations Schedule of Maturities of Long-Term Obligations (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Debt Disclosure [Abstract]
 
 
2014
$ 68,414 
 
2015
42,553 
 
2016
140,594 
 
2017
39,002 
 
2018
1,942,680 
 
Thereafter
1,132,444 
 
Long-term obligations, total
$ 3,365,687 
$ 1,599,695 
Derivative Instruments and Hedging Activities - Additional Information (Details)
12 Months Ended
Dec. 31, 2014
USD ($)
Dec. 31, 2016
USD ($)
Dec. 31, 2016
Interest Rate Swap
US Dollar Notional Amount
USD ($)
Dec. 31, 2015
Interest Rate Swap
US Dollar Notional Amount
USD ($)
Dec. 31, 2016
Interest Rate Swap
Pound Sterling Notional Amount
GBP (£)
Dec. 31, 2015
Interest Rate Swap
Pound Sterling Notional Amount
GBP (£)
Dec. 31, 2016
ExpiredDerivativeContract [Member]
US Dollar Notional Amount
USD ($)
Dec. 31, 2016
ExpiredDerivativeContract [Member]
Pound Sterling Notional Amount
GBP (£)
Dec. 31, 2014
Foreign Exchange Forward
Pound Sterling Notional Amount
GBP (£)
Dec. 31, 2014
Foreign Exchange Forward
Euro Notional Amount
EUR (€)
Dec. 31, 2016
Cross Currency Interest Rate Contract
US Dollar Notional Amount
USD ($)
Dec. 31, 2016
2016 Interest Rate Swaps [Member]
Interest Rate Swap
US Dollar Notional Amount
USD ($)
Dec. 31, 2016
2016CrossCurrencySwaps [Member]
Cross Currency Interest Rate Contract
US Dollar Notional Amount
USD ($)
Dec. 31, 2016
2016CrossCurrencySwaps [Member]
Cross Currency Interest Rate Contract
Euro Notional Amount
EUR (€)
Derivative
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative, Notional Amount
 
 
$ 590,000,000 
$ 170,000,000 
£ 0 
£ 50,000,000 
$ 170,000,000 
£ 50,000,000 
£ 70,000,000 
€ 150,000,000 
$ 422,408,000 
$ 590,000,000 
$ 422,400,000 
€ 400,000,000 
Payments for (Proceeds from) Derivative Instrument, Financing Activities
20,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss included in accumulated other comprehensive income (loss) to be reclassified into interest expense within the next 12 months
 
$ 1,400,000 
 
 
 
 
 
 
 
 
 
 
 
 
Schedule of Cash Flow Hedges (Details)
12 Months Ended
Dec. 31, 2014
USD ($)
Dec. 31, 2016
USD ($)
Dec. 31, 2015
USD ($)
Dec. 31, 2016
Interest Rate Swap [Member]
US Dollar Notional Amount
USD ($)
Dec. 31, 2015
Interest Rate Swap [Member]
US Dollar Notional Amount
USD ($)
Dec. 31, 2016
Interest Rate Swap [Member]
Pound Sterling Notional Amount
USD ($)
Dec. 31, 2016
Interest Rate Swap [Member]
Pound Sterling Notional Amount
GBP (£)
Dec. 31, 2015
Interest Rate Swap [Member]
Pound Sterling Notional Amount
USD ($)
Dec. 31, 2015
Interest Rate Swap [Member]
Pound Sterling Notional Amount
GBP (£)
Dec. 31, 2016
Interest Rate Swap [Member]
Canadian Dollar Notional Amount
USD ($)
Dec. 31, 2016
Interest Rate Swap [Member]
Canadian Dollar Notional Amount
CAD ($)
Dec. 31, 2015
Interest Rate Swap [Member]
Canadian Dollar Notional Amount
USD ($)
Dec. 31, 2015
Interest Rate Swap [Member]
Canadian Dollar Notional Amount
CAD ($)
Dec. 31, 2016
ExpiredDerivativeContract [Member]
US Dollar Notional Amount
USD ($)
Dec. 31, 2016
ExpiredDerivativeContract [Member]
Pound Sterling Notional Amount
GBP (£)
Dec. 31, 2014
Foreign Exchange Forward
Pound Sterling Notional Amount
GBP (£)
Dec. 31, 2014
Foreign Exchange Forward
Euro Notional Amount
EUR (€)
Dec. 31, 2016
Cross Currency Interest Rate Contract [Member]
US Dollar Notional Amount
USD ($)
Dec. 31, 2016
2016 Interest Rate Swaps [Member]
Interest Rate Swap [Member]
US Dollar Notional Amount
USD ($)
Dec. 31, 2016
2016CrossCurrencySwaps [Member]
Cross Currency Interest Rate Contract [Member]
US Dollar Notional Amount
USD ($)
Dec. 31, 2016
2016CrossCurrencySwaps [Member]
Cross Currency Interest Rate Contract [Member]
Euro Notional Amount
EUR (€)
Derivative
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative, Notional Amount
 
 
 
$ 590,000,000 
$ 170,000,000 
 
£ 0 
 
£ 50,000,000 
 
$ 0 
 
$ 25,000,000 
$ 170,000,000 
£ 50,000,000 
£ 70,000,000 
€ 150,000,000 
$ 422,408,000 
$ 590,000,000 
$ 422,400,000 
€ 400,000,000 
Payments for (Proceeds from) Derivative Instrument, Financing Activities
20,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative Asset, Noncurrent
 
18,000 
 
16,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,000 
 
 
 
Derivative Liabilities, Current
 
 
1,347,000 
 
858,000 
 
 
465,000 
 
 
 
24,000 
 
 
 
 
 
 
 
 
 
Derivative Liabilities, Noncurrent
 
$ 3,128,000 
 
$ 0 
 
$ 0 
 
 
 
$ 0 
 
 
 
 
 
 
 
$ 3,128,000 
 
 
 
Fair Value Measurements - Additional Information (Details) (USD $)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Fair Value Measurements
 
 
 
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability
$ 206,000 
$ 454,000 
$ (1,851,000)
Credit Agreement
 
 
 
Fair Value Measurements
 
 
 
Borrowings under credit agreement, carrying value
2,100,000,000 
891,100,000 
 
Receivables securitization
 
 
 
Fair Value Measurements
 
 
 
Borrowings under receivable securitization facility, carrying value
100,000,000 
63,000,000 
 
Senior Notes
 
 
 
Fair Value Measurements
 
 
 
Debt instrument, fair value
599,000,000 
567,000,000 
 
Debt instrument, face amount
600,000,000 
600,000,000 
 
Fair Value, Measurements, Recurring [Member]
 
 
 
Fair Value Measurements
 
 
 
Assets, Fair Value Disclosure
54,038,000 
29,782,000 
 
Financial and Nonfinancial Liabilities, Fair Value Disclosure
43,155,000 
36,267,000 
 
Fair Value, Measurements, Recurring [Member] |
Cash Surrender Value [Member]
 
 
 
Fair Value Measurements
 
 
 
Assets, Fair Value Disclosure
36,131,000 
29,782,000 
 
Fair Value, Measurements, Recurring [Member] |
Interest Rate Swap [Member]
 
 
 
Fair Value Measurements
 
 
 
Financial and Nonfinancial Liabilities, Fair Value Disclosure
 
1,347,000 
 
Fair Value, Measurements, Recurring [Member] |
Fair Value, Inputs, Level 2 [Member]
 
 
 
Fair Value Measurements
 
 
 
Assets, Fair Value Disclosure
54,038,000 
29,782,000 
 
Financial and Nonfinancial Liabilities, Fair Value Disclosure
39,993,000 
31,683,000 
 
Fair Value, Measurements, Recurring [Member] |
Fair Value, Inputs, Level 2 [Member] |
Foreign Exchange Future [Member]
 
 
 
Fair Value Measurements
 
 
 
Financial and Nonfinancial Liabilities, Fair Value Disclosure
3,128,000 
 
 
Fair Value, Measurements, Recurring [Member] |
Fair Value, Inputs, Level 2 [Member] |
Cash Surrender Value [Member]
 
 
 
Fair Value Measurements
 
 
 
Assets, Fair Value Disclosure
36,131,000 
29,782,000 
 
Fair Value, Measurements, Recurring [Member] |
Fair Value, Inputs, Level 2 [Member] |
Interest Rate Swap [Member]
 
 
 
Fair Value Measurements
 
 
 
Assets, Fair Value Disclosure
17,907,000 
 
 
Financial and Nonfinancial Liabilities, Fair Value Disclosure
 
$ 1,347,000 
 
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details)
Dec. 31, 2016
Fair Value, Measurements, Recurring
USD ($)
Dec. 31, 2015
Fair Value, Measurements, Recurring
USD ($)
Dec. 31, 2016
Fair Value, Measurements, Recurring
Fair Value, Inputs, Level 2
USD ($)
Dec. 31, 2015
Fair Value, Measurements, Recurring
Fair Value, Inputs, Level 2
USD ($)
Dec. 31, 2016
Fair Value, Measurements, Recurring
Fair Value, Inputs, Level 3
USD ($)
Dec. 31, 2015
Fair Value, Measurements, Recurring
Fair Value, Inputs, Level 3
USD ($)
Dec. 31, 2016
Fair Value, Measurements, Recurring
Cash surrender value of life insurance
USD ($)
Dec. 31, 2015
Fair Value, Measurements, Recurring
Cash surrender value of life insurance
USD ($)
Dec. 31, 2016
Fair Value, Measurements, Recurring
Cash surrender value of life insurance
Fair Value, Inputs, Level 2
USD ($)
Dec. 31, 2015
Fair Value, Measurements, Recurring
Cash surrender value of life insurance
Fair Value, Inputs, Level 2
USD ($)
Dec. 31, 2016
Fair Value, Measurements, Recurring
Contingent Consideration Liabilities
USD ($)
Dec. 31, 2015
Fair Value, Measurements, Recurring
Contingent Consideration Liabilities
USD ($)
Dec. 31, 2016
Fair Value, Measurements, Recurring
Contingent Consideration Liabilities
Fair Value, Inputs, Level 3
USD ($)
Dec. 31, 2015
Fair Value, Measurements, Recurring
Contingent Consideration Liabilities
Fair Value, Inputs, Level 3
USD ($)
Dec. 31, 2016
Fair Value, Measurements, Recurring
Deferred Compensation Liabilities
USD ($)
Dec. 31, 2015
Fair Value, Measurements, Recurring
Deferred Compensation Liabilities
USD ($)
Dec. 31, 2016
Fair Value, Measurements, Recurring
Deferred Compensation Liabilities
Fair Value, Inputs, Level 2
USD ($)
Dec. 31, 2015
Fair Value, Measurements, Recurring
Deferred Compensation Liabilities
Fair Value, Inputs, Level 2
USD ($)
Dec. 31, 2015
Fair Value, Measurements, Recurring
Interest Rate Swap [Member]
USD ($)
Dec. 31, 2016
Fair Value, Measurements, Recurring
Interest Rate Swap [Member]
Fair Value, Inputs, Level 2
USD ($)
Dec. 31, 2015
Fair Value, Measurements, Recurring
Interest Rate Swap [Member]
Fair Value, Inputs, Level 2
USD ($)
Dec. 31, 2016
Euro Notes [Member]
USD ($)
Apr. 14, 2016
Euro Notes [Member]
EUR (€)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term Debt, Fair Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 561,000,000 
 
Fair value assets measured on recurring basis
54,038,000 
29,782,000 
54,038,000 
29,782,000 
 
 
36,131,000 
29,782,000 
36,131,000 
29,782,000 
 
 
 
 
 
 
 
 
 
17,907,000 
 
 
 
Fair value liabilities measured on recurring basis
43,155,000 
36,267,000 
39,993,000 
31,683,000 
3,162,000 
4,584,000 
 
 
 
 
3,162,000 
4,584,000 
3,162,000 
4,584,000 
36,865,000 
30,336,000 
36,865,000 
30,336,000 
1,347,000 
 
1,347,000 
 
 
Debt Instrument, Face Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 525,850,000 
€ 500,000,000 
Commitments and Contingencies - Additional Information (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
 
 
 
Rent expense
$ 211.5 
$ 168.4 
$ 148.5 
Guaranteed residual value of operating leases
$ 59.0 
 
 
Future Minimum Lease Commitments (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
 
2016
$ 200,450 
2017
168,926 
2018
136,462 
2019
110,063 
2020
82,494 
Thereafter
486,199 
Future Minimum Lease Payments
$ 1,184,594 
Income Taxes - Additional Information (Details) (USD $)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Income Tax Disclosure [Abstract]
 
 
 
Unrecognized Tax Benefits, Increase Resulting from Acquisition
$ 0 
$ 80,000 
$ 2,322,000 
Undistributed earnings of foreign subsidiaries
530,000,000 
 
 
Net operating loss carryforwards
7,858,000 
8,946,000 
 
Tax credit carryforwards
1,800,000 
3,200,000 
 
Accumulated interest and penalties
800,000 
800,000 
 
Accumulated interest and penalties recorded through the income tax provision
100,000 
100,000 
100,000 
Unrecognized tax benefits that would impact effective tax rate
1,400,000 
1,500,000 
1,900,000 
Unrecognized tax benefits that would impact deferred taxes
800,000 
800,000 
700,000 
Significant Change in Unrecognized Tax Benefits is Reasonable Possible, Amount if Unrecorded Benefit
500,000 
 
 
Valuation Allowance, Deferred Tax Asset, Change in Amount
7,400,000 
 
 
Valuation Allowance, due to interest expense deductions
6,800,000 
 
 
Valuation Allowance, Deferred Tax Asset, Change in Amount, Due to NOLs
1,000,000 
 
 
Other losses and Tax credits
$ 400,000 
 
 
Income Taxes Schedule of Components of Income Tax Expense (Benefit) (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Current:
 
 
 
Federal
$ 159,547 
$ 138,432 
$ 144,924 
State
27,120 
25,952 
24,052 
Foreign
45,545 
32,931 
29,046 
Current income tax expense, total
232,212 
197,315 
198,022 
Deferred:
 
 
 
Federal
1,169 
22,233 
9,321 
State
2,131 
1,212 
(179)
Foreign
(14,946)
(1,057)
(2,900)
Deferred income tax expense, total
(11,646)
22,388 
6,242 
Provision for income taxes
$ 220,566 
$ 219,703 
$ 204,264 
Income Taxes Schedule of Income before Income Tax, Domestic and Foreign (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Income Tax Disclosure [Abstract]
 
 
 
Domestic income from continuing operations before provision for income taxes
$ 513,844 
$ 478,819 
$ 460,637 
Foreign income from continuing operations before provision for income taxes
163,437 
170,211 
127,251 
Income before provision for income taxes
$ 677,281 
$ 649,030 
$ 587,888 
Income Taxes Schedule of Effective Income Tax Rate Reconciliation (Details) (USD $)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
New Accounting Pronouncement, Early Adoption [Line Items]
 
 
 
Other losses and Tax credits
$ 400,000 
 
 
Valuation Allowance, due to interest expense deductions
6,800,000 
 
 
Tax credit carryforwards
1,800,000 
3,200,000 
 
Net income
11,400,000 
 
 
Interest deduction carryforwards
$ 9,800,000 
$ 0 
 
U.S. federal statutory rate
35.00% 
35.00% 
35.00% 
State income taxes, net of state credits and federal tax impact
2.70% 
2.90% 
2.80% 
Impact of international operations
(3.20%)
(4.10%)
(3.60%)
effectiveincometaxratereconciliation,notionalinterestdeduction
(2.50%)
 
 
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Amount
(1.60%)
 
 
Excess tax benefits from stock-based compensation (1)
1.30% 
0.80% 
0.50% 
Other, net
0.90% 
(0.70%)
0.00% 
Effective tax rate
32.60% 
33.90% 
34.70% 
Income Taxes Schedule of Deferred Tax Assets and Liabilities (Details) (USD $)
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Operating Loss Carryforwards [Line Items]
 
 
 
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued
$ 800,000 
$ 800,000 
 
Unrecognize Tax Benefits Income Tax Penalties and Interest Expense Prior to Reversales for Lapses in Statutes of Limitations
100,000 
100,000 
100,000 
Deferred Tax Assets:
 
 
 
Accrued expenses and reserves
62,059,000 
46,837,000 
 
Qualified and nonqualified retirement plans
36,626,000 
14,130,000 
 
Inventory
35,565,000 
27,184,000 
 
Accounts Receivable
19,046,000 
13,971,000 
 
Interest deduction carryforwards
9,800,000 
 
Stock-based compensation
9,687,000 
11,096,000 
 
Net operating loss carryforwards
7,858,000 
8,946,000 
 
Other
7,699,000 
8,212,000 
 
Total deferred tax assets, gross
188,346,000 
130,376,000 
 
Less: valuation allowance
(11,252,000)
(3,880,000)
 
Total deferred tax assets
177,094,000 
126,496,000 
 
Deferred Tax Liabilities:
 
 
 
Goodwill and other intangible assets
222,476,000 
141,442,000 
 
Property and equipment
72,231,000 
67,065,000 
 
Trade name
59,002,000 
36,532,000 
 
Other
19,439,000 
5,342,000 
 
Total deferred tax liabilities
373,148,000 
250,381,000 
 
Net deferred tax liability
$ (196,054,000)
$ (123,885,000)
 
Income Taxes Schedule of Deferred Tax Assets and Liabilities Classification (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Income Tax Disclosure [Abstract]
 
 
Noncurrent deferred tax assets
$ 3,603 
$ 3,354 
Noncurrent deferred tax liabilities
$ 199,657 
$ 127,239 
Income Taxes Schedule of Unrecognized Tax Benefits Rollforward (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Income Tax Disclosure [Abstract]
 
 
 
Unrecognized Tax Benefits, Increase Resulting from Acquisition
$ 0 
$ 80 
$ 2,322 
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
 
 
 
Balance at January 1
2,273 
2,630 
1,445 
Additions for acquired tax positions
302 
302 
Reductions for tax positions of prior years
(743)
Lapse of statutes of limitations
(132)
(119)
(134)
Settlements with taxing authorities
(1,182)
Foreign Currency Translation
 
123 
(123)
Balance at December 31
2,146 
2,273 
2,630 
Unrecognized Tax Benefits, Increase Resulting from Foreign Currency Translation
$ 0 
 
 
Segment and Geographic Information - Additional Information (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
$ 2,150,406 
$ 2,207,343 
$ 2,304,806 
$ 1,921,476 
$ 1,748,919 
$ 1,831,732 
$ 1,838,070 
$ 1,773,912 
$ 8,584,031 
$ 7,192,633 
$ 6,740,064 
Number of operating segments
 
 
 
 
 
 
 
 
 
 
Number of reportable segments
 
 
 
 
 
 
 
 
 
 
Gain on foreign exchange contracts - acquisition related
 
 
 
 
 
 
 
 
(206)
(454)
1,851 
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
37,762 
19,511 
14,806 
North America
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
4,471,639 
4,146,833 
4,089,290 
Number of reportable segments
 
 
 
 
 
 
 
 
 
 
Europe
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
2,920,470 
1,995,455 
1,846,155 
Specialty
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
$ 1,196,709 
$ 1,054,584 
$ 807,015 
Schedule of Financial Performance by Reportable Segment (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
$ 2,150,406 
$ 2,207,343 
$ 2,304,806 
$ 1,921,476 
$ 1,748,919 
$ 1,831,732 
$ 1,838,070 
$ 1,773,912 
$ 8,584,031 
$ 7,192,633 
$ 6,740,064 
Segment EBITDA
 
 
 
 
 
 
 
 
1,004,980 
854,529 
790,551 
Depreciation and amortization
 
 
 
 
 
 
 
 
198,334 
128,192 
125,437 
North America
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
4,471,639 
4,146,833 
4,089,290 
Segment EBITDA
 
 
 
 
 
 
 
 
596,333 
547,405 
543,943 
Depreciation and amortization
 
 
 
 
 
 
 
 
81,395 
70,369 
70,434 
Europe
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
2,920,470 
1,995,455 
1,846,155 
Segment EBITDA
 
 
 
 
 
 
 
 
283,608 
200,563 
167,155 
Depreciation and amortization
 
 
 
 
 
 
 
 
94,979 
36,446 
34,391 
Specialty
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
1,196,709 
1,054,584 
807,015 
Segment EBITDA
 
 
 
 
 
 
 
 
125,039 
106,561 
79,453 
Depreciation and amortization
 
 
 
 
 
 
 
 
21,960 
21,377 
20,612 
Intersegment Eliminations
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
(4,787)
(4,239)
(2,396)
Third Party |
North America
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
4,470,900 
4,145,998 
4,088,701 
Third Party |
Europe
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
2,920,470 
1,995,385 
1,846,155 
Third Party |
Specialty
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
1,192,661 
1,051,250 
805,208 
Intersegment |
North America
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
739 
835 
589 
Intersegment |
Europe
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
70 
 
Intersegment |
Specialty
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
4,048 
3,334 
1,807 
Intersegment |
Intersegment Eliminations
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
$ (4,787)
$ (4,239)
$ (2,396)
Reconciliation Of Segment EBITDA To Net Income (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Segment Reporting [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Gain on bargain purchase
 
 
 
 
 
 
 
 
$ 8,207 
$ 0 
$ 0 
Segment EBITDA
 
 
 
 
 
 
 
 
1,004,980 
854,529 
790,551 
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
37,762 
19,511 
14,806 
Business Combination, Adjustment, Inventory
 
 
 
 
 
 
 
 
3,614 
Gain on foreign exchange contracts - acquisition related
 
 
 
 
 
 
 
 
(206)
(454)
1,851 
Equity in earnings of unconsolidated subsidiaries
 
 
 
 
 
 
 
 
(592)
(6,104)
(2,105)
Gain (Loss) on Sale of Derivatives
 
 
 
 
 
 
 
 
18,342 
 
 
EBITDA
 
 
 
 
 
 
 
 
989,355 
828,460 
775,491 
Cost of Goods Sold, Depreciation and Amortization
 
 
 
 
 
 
 
 
6,901 
6,072 
4,718 
Interest expense, net
 
 
 
 
 
 
 
 
87,682 
57,342 
63,947 
Loss on debt extinguishment
 
 
 
 
 
 
 
 
(26,650)
(324)
Provision for income taxes
 
 
 
 
 
 
 
 
220,566 
219,703 
204,264 
Net income
86,331 
122,688 
142,785 
112,171 
95,060 
101,346 
119,722 
107,095 
463,975 
423,223 
381,519 
Income from discontinued operations, net of tax
(9,967)
12,844 
4,975 
 
 
 
 
 
7,852 
Income from continuing operations
96,298 
109,844 
137,810 
112,171 
 
 
 
 
456,123 
423,223 
381,519 
Depreciation and amortization
 
 
 
 
 
 
 
 
$ 191,433 
$ 122,120 
$ 120,719 
Schedule of Capital Expenditures by Reportable Segment (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Segment Reporting Information
 
 
 
Capital Expenditures
$ 207,074 
$ 170,490 
$ 140,950 
North America
 
 
 
Segment Reporting Information
 
 
 
Capital Expenditures
91,618 
72,048 
86,172 
Europe
 
 
 
Segment Reporting Information
 
 
 
Capital Expenditures
77,689 
79,072 
44,896 
Specialty
 
 
 
Segment Reporting Information
 
 
 
Capital Expenditures
13,611 
19,370 
9,882 
Continuing and Discontinued Operations [Member]
 
 
 
Segment Reporting Information
 
 
 
Capital Expenditures
$ 24,156 
 
 
Schedule of Assets by Reportable Segment (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Segment Reporting Information
 
 
 
Receivables, net
$ 860,549 
$ 590,160 
$ 601,422 
Inventories
1,935,237 
1,556,552 
1,433,847 
Property and Equipment, net
811,576 
696,567 
629,987 
Equity Method Investments
183,467 
2,755 
8,128 
Other unallocated assets
4,512,370 
2,801,803 
2,802,355 
Total Assets
8,303,199 
5,647,837 
5,475,739 
North America
 
 
 
Segment Reporting Information
 
 
 
Receivables, net
352,930 
314,743 
322,713 
Inventories
917,311 
847,787 
826,429 
Property and Equipment, net
506,274 
467,961 
456,288 
Equity Method Investments
336 
628 
536 
Europe
 
 
 
Segment Reporting Information
 
 
 
Receivables, net
443,281 
215,710 
227,987 
Inventories
718,729 
427,323 
402,488 
Property and Equipment, net
247,910 
175,455 
128,309 
Equity Method Investments
183,131 
2,127 
7,592 
Specialty
 
 
 
Segment Reporting Information
 
 
 
Receivables, net
64,338 
59,707 
50,722 
Inventories
299,197 
281,442 
204,930 
Property and Equipment, net
$ 57,392 
$ 53,151 
$ 45,390 
Schedule of Revenue by Geographic Area (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Revenues from External Customers and Long-Lived Assets
 
 
 
 
 
 
 
 
 
 
 
Revenue
$ 2,150,406 
$ 2,207,343 
$ 2,304,806 
$ 1,921,476 
$ 1,748,919 
$ 1,831,732 
$ 1,838,070 
$ 1,773,912 
$ 8,584,031 
$ 7,192,633 
$ 6,740,064 
United States
 
 
 
 
 
 
 
 
 
 
 
Revenues from External Customers and Long-Lived Assets
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
5,226,918 
4,831,875 
4,499,743 
United Kingdom
 
 
 
 
 
 
 
 
 
 
 
Revenues from External Customers and Long-Lived Assets
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
1,390,775 
1,382,432 
1,321,786 
Other countries
 
 
 
 
 
 
 
 
 
 
 
Revenues from External Customers and Long-Lived Assets
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
$ 1,966,338 
$ 978,326 
$ 918,535 
Schedule of Tangible Long-Lived Assets by Geographic Area (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Revenues from External Customers and Long-Lived Assets
 
 
 
Long-lived Assets
$ 811,576 
$ 696,567 
$ 629,987 
United States
 
 
 
Revenues from External Customers and Long-Lived Assets
 
 
 
Long-lived Assets
531,425 
493,300 
469,450 
United Kingdom
 
 
 
Revenues from External Customers and Long-Lived Assets
 
 
 
Long-lived Assets
159,689 
138,546 
92,813 
Other countries
 
 
 
Revenues from External Customers and Long-Lived Assets
 
 
 
Long-lived Assets
$ 120,462 
$ 64,721 
$ 67,724 
Schedule of Revenue by Product Category (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Revenue from External Customers
 
 
 
 
 
 
 
 
 
 
 
Revenue
$ 2,150,406 
$ 2,207,343 
$ 2,304,806 
$ 1,921,476 
$ 1,748,919 
$ 1,831,732 
$ 1,838,070 
$ 1,773,912 
$ 8,584,031 
$ 7,192,633 
$ 6,740,064 
Aftermarket, other new and refurbished products
 
 
 
 
 
 
 
 
 
 
 
Revenue from External Customers
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
6,441,160 
5,116,373 
4,613,454 
Recycled, remanufactured and related products and services
 
 
 
 
 
 
 
 
 
 
 
Revenue from External Customers
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
1,703,485 
1,597,578 
1,473,305 
Other
 
 
 
 
 
 
 
 
 
 
 
Revenue from External Customers
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
$ 439,386 
$ 478,682 
$ 653,305 
Selected Quarterly Data Selected Quarterly Data - Additional Information (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Quarterly Financial Information Disclosure [Abstract]
 
 
 
Gain on foreign exchange contracts - acquisition related
$ (206)
$ (454)
$ 1,851 
Selected Quarterly Data Summary of Selected Quarterly Data (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Quarterly Financial Information Disclosure [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Revenue
$ 2,150,406 
$ 2,207,343 
$ 2,304,806 
$ 1,921,476 
$ 1,748,919 
$ 1,831,732 
$ 1,838,070 
$ 1,773,912 
$ 8,584,031 
$ 7,192,633 
$ 6,740,064 
Gross margin
830,006 
855,444 
905,816 
760,437 
697,327 
712,779 
723,944 
699,479 
3,351,703 
2,833,529 
2,651,913 
Operating income
161,880 
183,401 
232,445 
185,672 
151,671 
166,745 
200,285 
185,926 
763,398 
704,627 
649,868 
Income from continuing operations
96,298 
109,844 
137,810 
112,171 
 
 
 
 
456,123 
423,223 
381,519 
Income from discontinued operations, net of tax
(9,967)
12,844 
4,975 
 
 
 
 
 
7,852 
Net income
$ 86,331 
$ 122,688 
$ 142,785 
$ 112,171 
$ 95,060 
$ 101,346 
$ 119,722 
$ 107,095 
$ 463,975 
$ 423,223 
$ 381,519 
Basic earnings per share from continuing operations
$ 0.31 
$ 0.36 
$ 0.45 
$ 0.37 
$ 0.31 
$ 0.33 
$ 0.39 
$ 0.35 
$ 1.49 
$ 1.39 
$ 1.26 
Diluted earnings per share from continuing operations
$ 0.31 
$ 0.35 
$ 0.45 
$ 0.36 
$ 0.31 
$ 0.33 
$ 0.39 
$ 0.35 
$ 1.47 
$ 1.38 
$ 1.25 
Condensed Consolidating Balance Sheets (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Current Assets:
 
 
 
 
Cash and equivalents
$ 227,400 
$ 87,397 
$ 114,605 
$ 150,488 
Receivables, net
860,549 
590,160 
601,422 
 
Intercompany receivables, net
 
 
Inventories
1,935,237 
1,556,552 
1,433,847 
 
Prepaid expenses and other current assets
87,768 
106,603 
 
 
Assets of discontinued operations
456,640 
 
 
 
Total Current Assets
3,567,594 
2,340,712 
 
 
Property and Equipment, net
811,576 
696,567 
629,987 
 
Intangible Assets:
 
 
 
 
Goodwill
3,054,769 
2,319,246 
2,288,895 
1,937,444 
Other intangibles, net
584,231 
215,117 
 
 
Investment in Subsidiaries
 
 
Intercompany Notes Receivable
 
 
Equity Method Investments
183,467 
2,755 
8,128 
 
Other Assets
101,562 
73,440 
 
 
Total Assets
8,303,199 
5,647,837 
5,475,739 
 
Current Liabilities:
 
 
 
 
Accounts payable
633,773 
415,588 
 
 
Intercompany payables, net
 
 
Accrued expenses:
 
 
 
 
Accrued payroll-related liabilities
118,755 
86,527 
 
 
Self-insurance reserves
39,548 
37,800 
 
 
Other accrued expenses
169,553 
124,466 
 
 
Other current liabilities
37,943 
31,596 
 
 
Current portion of long-term obligations
66,109 
56,034 
 
 
Liabilities of discontinued operations
145,104 
 
 
 
Total Current Liabilities
1,210,785 
751,970 
 
 
Long-Term Obligations, Excluding Current Portion
3,275,662 
1,528,668 
 
 
Intercompany Notes Payable
 
 
Deferred Income Taxes
199,657 
127,239 
 
 
Other Noncurrent Liabilities
174,146 
125,278 
 
 
Stockholders’ Equity
3,442,949 
3,114,682 
2,720,657 
2,350,745 
Total Liabilities and Stockholders’ Equity
8,303,199 
5,647,837 
 
 
Parent
 
 
 
 
Current Assets:
 
 
 
 
Cash and equivalents
33,030 
17,616 
14,930 
77,926 
Receivables, net
 
 
Intercompany receivables, net
2,805 
 
 
Inventories
 
 
Prepaid expenses and other current assets
1,640 
15,254 
 
 
Assets of discontinued operations
 
 
 
Total Current Assets
37,475 
32,873 
 
 
Property and Equipment, net
239 
339 
 
 
Intangible Assets:
 
 
 
 
Goodwill
 
 
Other intangibles, net
 
 
Investment in Subsidiaries
5,067,297 
3,456,837 
 
 
Intercompany Notes Receivable
1,510,534 
630,717 
 
 
Equity Method Investments
 
 
Other Assets
59,726 
35,649 
 
 
Total Assets
6,675,271 
4,156,415 
 
 
Current Liabilities:
 
 
 
 
Accounts payable
1,309 
681 
 
 
Intercompany payables, net
11,237 
 
 
Accrued expenses:
 
 
 
 
Accrued payroll-related liabilities
6,404 
4,395 
 
 
Self-insurance reserves
 
 
Other accrued expenses
5,502 
5,399 
 
 
Other current liabilities
4,283 
284 
 
 
Current portion of long-term obligations
37,710 
21,041 
 
 
Liabilities of discontinued operations
 
 
 
Total Current Liabilities
66,445 
31,800 
 
 
Long-Term Obligations, Excluding Current Portion
2,371,578 
976,353 
 
 
Intercompany Notes Payable
750,000 
 
 
Deferred Income Taxes
 
 
Other Noncurrent Liabilities
44,299 
33,580 
 
 
Stockholders’ Equity
3,442,949 
3,114,682 
 
 
Total Liabilities and Stockholders’ Equity
6,675,271 
4,156,415 
 
 
Guarantors
 
 
 
 
Current Assets:
 
 
 
 
Cash and equivalents
35,360 
13,432 
32,103 
13,693 
Receivables, net
248,188 
214,502 
 
 
Intercompany receivables, net
11,237 
 
 
Inventories
1,149,763 
1,060,834 
 
 
Prepaid expenses and other current assets
43,165 
44,810 
 
 
Assets of discontinued operations
357,788 
 
 
 
Total Current Assets
1,845,501 
1,333,578 
 
 
Property and Equipment, net
527,705 
494,658 
 
 
Intangible Assets:
 
 
 
 
Goodwill
1,851,274 
1,640,745 
 
 
Other intangibles, net
153,689 
141,537 
 
 
Investment in Subsidiaries
242,032 
285,284 
 
 
Intercompany Notes Receivable
800,283 
61,764 
 
 
Equity Method Investments
336 
628 
 
 
Other Assets
25,177 
27,556 
 
 
Total Assets
5,445,997 
3,985,750 
 
 
Current Liabilities:
 
 
 
 
Accounts payable
244,074 
229,519 
 
 
Intercompany payables, net
8,837 
13,544 
 
 
Accrued expenses:
 
 
 
 
Accrued payroll-related liabilities
58,187 
48,698 
 
 
Self-insurance reserves
39,059 
37,499 
 
 
Other accrued expenses
55,228 
43,387 
 
 
Other current liabilities
18,456 
15,953 
 
 
Current portion of long-term obligations
1,097 
1,425 
 
 
Liabilities of discontinued operations
110,890 
 
 
 
Total Current Liabilities
535,828 
390,025 
 
 
Long-Term Obligations, Excluding Current Portion
8,356 
7,487 
 
 
Intercompany Notes Payable
1,074,218 
615,488 
 
 
Deferred Income Taxes
95,765 
113,905 
 
 
Other Noncurrent Liabilities
90,722 
70,109 
 
 
Stockholders’ Equity
3,641,108 
2,788,736 
 
 
Total Liabilities and Stockholders’ Equity
5,445,997 
3,985,750 
 
 
Non-Guarantors
 
 
 
 
Current Assets:
 
 
 
 
Cash and equivalents
159,010 
56,349 
67,572 
58,869 
Receivables, net
612,361 
375,658 
 
 
Intercompany receivables, net
8,837 
13,544 
 
 
Inventories
785,474 
495,718 
 
 
Prepaid expenses and other current assets
42,963 
46,539 
 
 
Assets of discontinued operations
98,852 
 
 
 
Total Current Assets
1,707,497 
987,808 
 
 
Property and Equipment, net
283,632 
201,570 
 
 
Intangible Assets:
 
 
 
 
Goodwill
1,203,495 
678,501 
 
 
Other intangibles, net
430,542 
73,580 
 
 
Investment in Subsidiaries
 
 
Intercompany Notes Receivable
 
 
Equity Method Investments
183,131 
2,127 
 
 
Other Assets
22,347 
16,091 
 
 
Total Assets
3,830,644 
1,959,677 
 
 
Current Liabilities:
 
 
 
 
Accounts payable
388,390 
185,388 
 
 
Intercompany payables, net
2,805 
 
 
Accrued expenses:
 
 
 
 
Accrued payroll-related liabilities
54,164 
33,434 
 
 
Self-insurance reserves
489 
260 
 
 
Other accrued expenses
108,823 
75,680 
 
 
Other current liabilities
15,204 
15,359 
 
 
Current portion of long-term obligations
27,302 
33,568 
 
 
Liabilities of discontinued operations
34,214 
 
 
 
Total Current Liabilities
631,391 
343,692 
 
 
Long-Term Obligations, Excluding Current Portion
895,728 
544,828 
 
 
Intercompany Notes Payable
486,599 
76,993 
 
 
Deferred Income Taxes
109,580 
19,190 
 
 
Other Noncurrent Liabilities
39,125 
21,589 
 
 
Stockholders’ Equity
1,668,221 
953,385 
 
 
Total Liabilities and Stockholders’ Equity
3,830,644 
1,959,677 
 
 
Eliminations
 
 
 
 
Current Assets:
 
 
 
 
Cash and equivalents
Receivables, net
 
 
Intercompany receivables, net
(22,879)
(13,547)
 
 
Inventories
 
 
Prepaid expenses and other current assets
 
 
Assets of discontinued operations
 
 
 
Total Current Assets
(22,879)
(13,547)
 
 
Property and Equipment, net
 
 
Intangible Assets:
 
 
 
 
Goodwill
 
 
Other intangibles, net
 
 
Investment in Subsidiaries
(5,309,329)
(3,742,121)
 
 
Intercompany Notes Receivable
(2,310,817)
(692,481)
 
 
Equity Method Investments
 
 
Other Assets
(5,688)
(5,856)
 
 
Total Assets
(7,648,713)
(4,454,005)
 
 
Current Liabilities:
 
 
 
 
Accounts payable
 
 
Intercompany payables, net
(22,879)
(13,547)
 
 
Accrued expenses:
 
 
 
 
Accrued payroll-related liabilities
 
 
Self-insurance reserves
 
 
Other accrued expenses
 
 
Other current liabilities
 
 
Current portion of long-term obligations
 
 
Liabilities of discontinued operations
 
 
 
Total Current Liabilities
(22,879)
(13,547)
 
 
Long-Term Obligations, Excluding Current Portion
 
 
Intercompany Notes Payable
(2,310,817)
(692,481)
 
 
Deferred Income Taxes
(5,688)
(5,856)
 
 
Other Noncurrent Liabilities
 
 
Stockholders’ Equity
(5,309,329)
(3,742,121)
 
 
Total Liabilities and Stockholders’ Equity
$ (7,648,713)
$ (4,454,005)
 
 
Condensed Consolidating Statements of Income (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Revenue
$ 2,150,406 
$ 2,207,343 
$ 2,304,806 
$ 1,921,476 
$ 1,748,919 
$ 1,831,732 
$ 1,838,070 
$ 1,773,912 
$ 8,584,031 
$ 7,192,633 
$ 6,740,064 
Cost of goods sold
 
 
 
 
 
 
 
 
5,232,328 
4,359,104 
4,088,151 
Gross margin
830,006 
855,444 
905,816 
760,437 
697,327 
712,779 
723,944 
699,479 
3,351,703 
2,833,529 
2,651,913 
Facility and warehouse expenses
 
 
 
 
 
 
 
 
688,918 
556,041 
526,291 
Distribution expenses
 
 
 
 
 
 
 
 
683,812 
602,897 
577,341 
Selling, general and administrative expenses
 
 
 
 
 
 
 
 
986,380 
828,333 
762,888 
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
37,762 
19,511 
14,806 
Depreciation and amortization
 
 
 
 
 
 
 
 
191,433 
122,120 
120,719 
Operating income
161,880 
183,401 
232,445 
185,672 
151,671 
166,745 
200,285 
185,926 
763,398 
704,627 
649,868 
Other expense (income):
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
 
 
 
 
 
 
 
(88,263)
(57,860)
(64,542)
Intercompany interest (income) expense, net
 
 
 
 
 
 
 
 
Gain on foreign exchange contracts - acquisition related
 
 
 
 
 
 
 
 
(18,342)
Gain on bargain purchase
 
 
 
 
 
 
 
 
(8,207)
Loss on debt extinguishment
 
 
 
 
 
 
 
 
26,650 
324 
Gain on foreign exchange contracts - acquisition related
 
 
 
 
 
 
 
 
(206)
(454)
1,851 
Interest and other income, net
 
 
 
 
 
 
 
 
(2,247)
(2,263)
(2,886)
Total other expense, net
 
 
 
 
 
 
 
 
86,117 
55,597 
61,980 
Income from continuing operations before provision for income taxes
 
 
 
 
 
 
 
 
677,281 
649,030 
587,888 
Provision for income taxes
 
 
 
 
 
 
 
 
220,566 
219,703 
204,264 
Equity in earnings of unconsolidated subsidiaries
 
 
 
 
 
 
 
 
(592)
(6,104)
(2,105)
Income (Loss) from Subsidiaries, Net of Tax
 
 
 
 
 
 
 
 
Income from continuing operations
96,298 
109,844 
137,810 
112,171 
 
 
 
 
456,123 
423,223 
381,519 
Income from discontinued operations, net of tax
(9,967)
12,844 
4,975 
 
 
 
 
 
7,852 
Net income
86,331 
122,688 
142,785 
112,171 
95,060 
101,346 
119,722 
107,095 
463,975 
423,223 
381,519 
Parent
 
 
 
 
 
 
 
 
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
Cost of goods sold
 
 
 
 
 
 
 
 
Gross margin
 
 
 
 
 
 
 
 
Facility and warehouse expenses
 
 
 
 
 
 
 
 
Distribution expenses
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 
 
 
 
 
 
 
 
34,163 
32,946 
25,770 
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
Depreciation and amortization
 
 
 
 
 
 
 
 
132 
154 
218 
Operating income
 
 
 
 
 
 
 
 
(34,295)
(33,100)
(25,988)
Other expense (income):
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
 
 
 
 
 
 
 
(59,415)
(47,626)
(50,636)
Intercompany interest (income) expense, net
 
 
 
 
 
 
 
 
(27,470)
(41,904)
(48,556)
Gain on foreign exchange contracts - acquisition related
 
 
 
 
 
 
 
 
(18,342)
 
 
Gain on bargain purchase
 
 
 
 
 
 
 
 
 
 
Loss on debt extinguishment
 
 
 
 
 
 
 
 
2,894 
 
324 
Interest and other income, net
 
 
 
 
 
 
 
 
470 
99 
230 
Total other expense, net
 
 
 
 
 
 
 
 
16,967 
5,821 
2,634 
Income from continuing operations before provision for income taxes
 
 
 
 
 
 
 
 
(51,262)
(38,921)
(28,622)
Provision for income taxes
 
 
 
 
 
 
 
 
(20,498)
(16,054)
(10,536)
Equity in earnings of unconsolidated subsidiaries
 
 
 
 
 
 
 
 
(795)
(1,000)
Income (Loss) from Subsidiaries, Net of Tax
 
 
 
 
 
 
 
 
487,682 
447,090 
399,605 
Income from continuing operations
 
 
 
 
 
 
 
 
456,123 
 
 
Income from discontinued operations, net of tax
 
 
 
 
 
 
 
 
7,852 
 
 
Net income
 
 
 
 
 
 
 
 
463,975 
423,223 
381,519 
Guarantors
 
 
 
 
 
 
 
 
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
5,467,430 
4,965,355 
4,649,391 
Cost of goods sold
 
 
 
 
 
 
 
 
3,313,503 
3,010,820 
2,813,427 
Gross margin
 
 
 
 
 
 
 
 
2,153,927 
1,954,535 
1,835,964 
Facility and warehouse expenses
 
 
 
 
 
 
 
 
475,487 
408,828 
382,937 
Distribution expenses
 
 
 
 
 
 
 
 
453,192 
408,112 
389,430 
Selling, general and administrative expenses
 
 
 
 
 
 
 
 
521,909 
490,530 
460,516 
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
21,162 
13,962 
8,628 
Depreciation and amortization
 
 
 
 
 
 
 
 
94,165 
82,058 
81,253 
Operating income
 
 
 
 
 
 
 
 
588,012 
551,045 
513,200 
Other expense (income):
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
 
 
 
 
 
 
 
(547)
(669)
(635)
Intercompany interest (income) expense, net
 
 
 
 
 
 
 
 
17,124 
28,944 
23,865 
Gain on foreign exchange contracts - acquisition related
 
 
 
 
 
 
 
 
 
 
Gain on bargain purchase
 
 
 
 
 
 
 
 
 
 
Loss on debt extinguishment
 
 
 
 
 
 
 
 
 
Interest and other income, net
 
 
 
 
 
 
 
 
(3,773)
(7,414)
(8,359)
Total other expense, net
 
 
 
 
 
 
 
 
13,898 
22,199 
16,141 
Income from continuing operations before provision for income taxes
 
 
 
 
 
 
 
 
574,114 
528,846 
497,059 
Provision for income taxes
 
 
 
 
 
 
 
 
213,794 
205,176 
190,456 
Equity in earnings of unconsolidated subsidiaries
 
 
 
 
 
 
 
 
59 
40 
Income (Loss) from Subsidiaries, Net of Tax
 
 
 
 
 
 
 
 
22,314 
24,632 
28,846 
Income from continuing operations
 
 
 
 
 
 
 
 
382,634 
 
 
Income from discontinued operations, net of tax
 
 
 
 
 
 
 
 
7,852 
 
 
Net income
 
 
 
 
 
 
 
 
390,486 
348,361 
335,489 
Non-Guarantors
 
 
 
 
 
 
 
 
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
3,301,503 
2,357,655 
2,221,831 
Cost of goods sold
 
 
 
 
 
 
 
 
2,103,727 
1,478,661 
1,405,882 
Gross margin
 
 
 
 
 
 
 
 
1,197,776 
878,994 
815,949 
Facility and warehouse expenses
 
 
 
 
 
 
 
 
213,431 
147,213 
143,354 
Distribution expenses
 
 
 
 
 
 
 
 
230,620 
194,785 
187,911 
Selling, general and administrative expenses
 
 
 
 
 
 
 
 
430,308 
304,857 
276,602 
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
16,600 
5,549 
6,178 
Depreciation and amortization
 
 
 
 
 
 
 
 
97,136 
39,908 
39,248 
Operating income
 
 
 
 
 
 
 
 
209,681 
186,682 
162,656 
Other expense (income):
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
 
 
 
 
 
 
 
(28,301)
(9,565)
(13,271)
Intercompany interest (income) expense, net
 
 
 
 
 
 
 
 
10,346 
12,960 
24,691 
Gain on foreign exchange contracts - acquisition related
 
 
 
 
 
 
 
 
 
 
Gain on bargain purchase
 
 
 
 
 
 
 
 
(8,207)
 
 
Loss on debt extinguishment
 
 
 
 
 
 
 
 
23,756 
 
Interest and other income, net
 
 
 
 
 
 
 
 
1,056 
5,052 
5,243 
Total other expense, net
 
 
 
 
 
 
 
 
55,252 
27,577 
43,205 
Income from continuing operations before provision for income taxes
 
 
 
 
 
 
 
 
154,429 
159,105 
119,451 
Provision for income taxes
 
 
 
 
 
 
 
 
27,270 
30,581 
24,344 
Equity in earnings of unconsolidated subsidiaries
 
 
 
 
 
 
 
 
203 
(5,163)
(2,145)
Income (Loss) from Subsidiaries, Net of Tax
 
 
 
 
 
 
 
 
Income from continuing operations
 
 
 
 
 
 
 
 
127,362 
 
 
Income from discontinued operations, net of tax
 
 
 
 
 
 
 
 
3,285 
 
 
Net income
 
 
 
 
 
 
 
 
130,647 
123,361 
92,962 
Eliminations
 
 
 
 
 
 
 
 
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
(184,902)
(130,377)
(131,158)
Cost of goods sold
 
 
 
 
 
 
 
 
(184,902)
(130,377)
(131,158)
Gross margin
 
 
 
 
 
 
 
 
Facility and warehouse expenses
 
 
 
 
 
 
 
 
Distribution expenses
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 
 
 
 
 
 
 
 
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
Depreciation and amortization
 
 
 
 
 
 
 
 
Operating income
 
 
 
 
 
 
 
 
Other expense (income):
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
 
 
 
 
 
 
 
Intercompany interest (income) expense, net
 
 
 
 
 
 
 
 
Gain on foreign exchange contracts - acquisition related
 
 
 
 
 
 
 
 
 
 
Gain on bargain purchase
 
 
 
 
 
 
 
 
 
 
Loss on debt extinguishment
 
 
 
 
 
 
 
 
 
Interest and other income, net
 
 
 
 
 
 
 
 
Total other expense, net
 
 
 
 
 
 
 
 
Income from continuing operations before provision for income taxes
 
 
 
 
 
 
 
 
Provision for income taxes
 
 
 
 
 
 
 
 
Equity in earnings of unconsolidated subsidiaries
 
 
 
 
 
 
 
 
Income (Loss) from Subsidiaries, Net of Tax
 
 
 
 
 
 
 
 
(509,996)
(471,722)
(428,451)
Income from continuing operations
 
 
 
 
 
 
 
 
(509,996)
 
 
Income from discontinued operations, net of tax
 
 
 
 
 
 
 
 
(11,137)
 
 
Net income
 
 
 
 
 
 
 
 
$ (521,133)
$ (471,722)
$ (428,451)
Condensed Consolidating Statements of Comprehensive Income (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net income
$ 86,331 
$ 122,688 
$ 142,785 
$ 112,171 
$ 95,060 
$ 101,346 
$ 119,722 
$ 107,095 
$ 463,975 
$ 423,223 
$ 381,519 
Other comprehensive income, net of tax:
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation
 
 
 
 
 
 
 
 
(175,639)
(69,817)
(51,979)
Net change in unrecognized gains/losses on derivative instruments, net of tax
 
 
 
 
 
 
 
 
9,023 
2,469 
2,195 
Net change in unrealized gains/losses on pension plans, net of tax
 
 
 
 
 
 
 
 
4,911 
2,103 
(10,452)
Total other comprehensive loss
 
 
 
 
 
 
 
 
(161,705)
(65,245)
(60,236)
Total comprehensive income
 
 
 
 
 
 
 
 
302,270 
357,978 
321,283 
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments, Net of Tax
 
 
 
 
 
 
 
 
4,911 
 
 
Parent
 
 
 
 
 
 
 
 
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
 
 
 
 
463,975 
423,223 
381,519 
Other comprehensive income, net of tax:
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation
 
 
 
 
 
 
 
 
(175,639)
(69,817)
(51,979)
Net change in unrecognized gains/losses on derivative instruments, net of tax
 
 
 
 
 
 
 
 
9,023 
2,469 
2,195 
Net change in unrealized gains/losses on pension plans, net of tax
 
 
 
 
 
 
 
 
 
2,103 
(10,452)
Total other comprehensive loss
 
 
 
 
 
 
 
 
(161,705)
(65,245)
(60,236)
Total comprehensive income
 
 
 
 
 
 
 
 
302,270 
357,978 
321,283 
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments, Net of Tax
 
 
 
 
 
 
 
 
4,911 
 
 
Guarantors
 
 
 
 
 
 
 
 
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
 
 
 
 
390,486 
348,361 
335,489 
Other comprehensive income, net of tax:
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation
 
 
 
 
 
 
 
 
(48,914)
(20,359)
(17,710)
Net change in unrecognized gains/losses on derivative instruments, net of tax
 
 
 
 
 
 
 
 
133 
Net change in unrealized gains/losses on pension plans, net of tax
 
 
 
 
 
 
 
 
 
Total other comprehensive loss
 
 
 
 
 
 
 
 
(44,819)
(20,359)
(17,710)
Total comprehensive income
 
 
 
 
 
 
 
 
345,667 
328,002 
317,779 
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments, Net of Tax
 
 
 
 
 
 
 
 
3,962 
 
 
Non-Guarantors
 
 
 
 
 
 
 
 
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
 
 
 
 
130,647 
123,361 
92,962 
Other comprehensive income, net of tax:
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation
 
 
 
 
 
 
 
 
(177,911)
(65,878)
(49,559)
Net change in unrecognized gains/losses on derivative instruments, net of tax
 
 
 
 
 
 
 
 
389 
294 
(444)
Net change in unrealized gains/losses on pension plans, net of tax
 
 
 
 
 
 
 
 
 
2,103 
(10,452)
Total other comprehensive loss
 
 
 
 
 
 
 
 
(176,461)
(63,481)
(60,455)
Total comprehensive income
 
 
 
 
 
 
 
 
(45,814)
59,880 
32,507 
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments, Net of Tax
 
 
 
 
 
 
 
 
1,061 
 
 
Eliminations
 
 
 
 
 
 
 
 
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
 
 
 
 
(521,133)
(471,722)
(428,451)
Other comprehensive income, net of tax:
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation
 
 
 
 
 
 
 
 
226,825 
86,237 
67,269 
Net change in unrecognized gains/losses on derivative instruments, net of tax
 
 
 
 
 
 
 
 
(522)
(294)
444 
Net change in unrealized gains/losses on pension plans, net of tax
 
 
 
 
 
 
 
 
 
(2,103)
10,452 
Total other comprehensive loss
 
 
 
 
 
 
 
 
221,280 
83,840 
78,165 
Total comprehensive income
 
 
 
 
 
 
 
 
(299,853)
(387,882)
(350,286)
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments, Net of Tax
 
 
 
 
 
 
 
 
$ (5,023)
 
 
Condensed Consolidating Statements of Cash Flows (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Condensed Financial Statements, Captions [Line Items]
 
 
 
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents
$ (7,116)
$ 0 
$ 0 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net cash provided by operating activities
635,014 
544,282 
388,711 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchases of property and equipment
(207,074)
(170,490)
(140,950)
Investment and intercompany note activity with subsidiaries
Acquisitions, net of cash acquired
(1,349,339)
(160,517)
(775,921)
Proceeds from foreign exchange contracts
18,342 
 
 
Other investing activities, net
171,857 
(1,014)
4,123 
Net cash used in investing activities
(1,709,928)
(329,993)
(920,994)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Proceeds from exercise of stock options
7,963 
8,168 
9,324 
Taxes paid related to net share settlements of stock-based compensation awards
(4,438)
(7,581)
(443)
Debt issuance costs
(16,554)
(97)
(3,750)
Proceeds from issuance of Euro notes
563,450 
 
 
Borrowings under revolving credit facilities
2,636,596 
313,142 
1,587,644 
Repayments under revolving credit facilities
(1,748,664)
(445,282)
(1,098,518)
Borrowings under term loans
582,115 
 
11,250 
Repayments under term loans
(255,792)
(22,500)
(16,875)
Borrowings under receivables securitization facility
106,400 
3,858 
95,050 
Repayments under receivables securitization facility
(69,400)
(35,758)
(150)
Repayments of other long-term debt
(31,156)
(29,696)
(40,051)
Repayment of Rhiag Debt and Related payments
(543,347)
 
 
Payments of other obligations
(1,436)
(22,791)
(41,992)
Proceeds from (Payments for) Other Financing Activities
 
 
(300)
Investment and intercompany note activity with parent
Dividends
Net cash provided by (used in) financing activities
1,225,737 
(238,537)
501,189 
Effect of exchange rate changes on cash and equivalents
(3,704)
(2,960)
(4,789)
Net (decrease) increase in cash and equivalents
147,119 
(27,208)
(35,883)
Cash and equivalents, beginning of period
87,397 
114,605 
150,488 
Cash and equivalents of continuing and discontinued operations, end of period
227,400 
87,397 
114,605 
Parent
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents
 
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net cash provided by operating activities
308,299 
262,812 
289,035 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchases of property and equipment
(36)
(1)
(44)
Investment and intercompany note activity with subsidiaries
(1,720,732)
(66,712)
(477,007)
Acquisitions, net of cash acquired
Proceeds from foreign exchange contracts
18,342 
 
 
Other investing activities, net
(3)
Net cash used in investing activities
(1,702,423)
(66,713)
(477,051)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Proceeds from exercise of stock options
7,963 
8,168 
9,324 
Taxes paid related to net share settlements of stock-based compensation awards
(4,438)
(7,581)
(443)
Debt issuance costs
(7,104)
(3,675)
Proceeds from issuance of Euro notes
 
 
Borrowings under revolving credit facilities
1,744,408 
212,000 
867,000 
Repayments under revolving credit facilities
(654,000)
(352,000)
(727,000)
Borrowings under term loans
332,954 
 
11,250 
Repayments under term loans
(10,898)
(22,500)
(16,875)
Borrowings under receivables securitization facility
Repayments under receivables securitization facility
Repayments of other long-term debt
653 
(31,500)
(1,921)
Repayment of Rhiag Debt and Related payments
 
 
Payments of other obligations
Proceeds from (Payments for) Other Financing Activities
 
 
(12,640)
Investment and intercompany note activity with parent
Dividends
Net cash provided by (used in) financing activities
1,409,538 
(193,413)
125,020 
Effect of exchange rate changes on cash and equivalents
Net (decrease) increase in cash and equivalents
15,414 
2,686 
(62,996)
Cash and equivalents, beginning of period
17,616 
14,930 
77,926 
Cash and equivalents of continuing and discontinued operations, end of period
33,030 
17,616 
14,930 
Guarantors
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents
(149)
 
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net cash provided by operating activities
539,318 
393,422 
427,249 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchases of property and equipment
(120,761)
(85,868)
(85,182)
Investment and intercompany note activity with subsidiaries
(608)
Acquisitions, net of cash acquired
(685,278)
(118,963)
(635,171)
Proceeds from foreign exchange contracts
 
 
Other investing activities, net
2,447 
(5,446)
(768)
Net cash used in investing activities
(808,486)
(199,385)
(720,193)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Proceeds from exercise of stock options
Taxes paid related to net share settlements of stock-based compensation awards
Debt issuance costs
Proceeds from issuance of Euro notes
 
 
Borrowings under revolving credit facilities
Repayments under revolving credit facilities
Borrowings under term loans
 
Repayments under term loans
Borrowings under receivables securitization facility
Repayments under receivables securitization facility
Repayments of other long-term debt
(2,935)
(3,457)
(2,310)
Repayment of Rhiag Debt and Related payments
 
 
Payments of other obligations
(1,436)
(21,896)
(464)
Proceeds from (Payments for) Other Financing Activities
 
 
12,340 
Investment and intercompany note activity with parent
(608,270)
(60,910)
(576,384)
Dividends
(312,497)
(248,313)
(274,225)
Net cash provided by (used in) financing activities
291,402 
(212,756)
311,725 
Effect of exchange rate changes on cash and equivalents
(157)
48 
(371)
Net (decrease) increase in cash and equivalents
22,077 
(18,671)
18,410 
Cash and equivalents, beginning of period
13,432 
32,103 
13,693 
Cash and equivalents of continuing and discontinued operations, end of period
35,360 
13,432 
32,103 
Non-Guarantors
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents
(6,967)
 
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net cash provided by operating activities
99,894 
136,361 
(53,348)
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchases of property and equipment
(86,277)
(84,621)
(55,724)
Investment and intercompany note activity with subsidiaries
Acquisitions, net of cash acquired
(664,061)
(41,554)
(140,750)
Proceeds from foreign exchange contracts
 
 
Other investing activities, net
169,413 
4,432 
4,891 
Net cash used in investing activities
(919,751)
(130,607)
(201,365)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Proceeds from exercise of stock options
Taxes paid related to net share settlements of stock-based compensation awards
Debt issuance costs
(9,450)
(97)
(75)
Proceeds from issuance of Euro notes
563,450 
 
 
Borrowings under revolving credit facilities
892,188 
101,142 
720,644 
Repayments under revolving credit facilities
(1,094,664)
(93,282)
(371,518)
Borrowings under term loans
249,161 
 
Repayments under term loans
(244,894)
Borrowings under receivables securitization facility
106,400 
3,858 
95,050 
Repayments under receivables securitization facility
(69,400)
(35,758)
(150)
Repayments of other long-term debt
(28,874)
5,261 
(35,820)
Repayment of Rhiag Debt and Related payments
(543,347)
 
 
Payments of other obligations
   
(895)
(41,528)
Proceeds from (Payments for) Other Financing Activities
 
 
Investment and intercompany note activity with parent
(1,112,462)
(5,802)
98,769 
Dividends
Net cash provided by (used in) financing activities
933,032 
(13,969)
267,834 
Effect of exchange rate changes on cash and equivalents
(3,547)
(3,008)
(4,418)
Net (decrease) increase in cash and equivalents
109,628 
(11,223)
8,703 
Cash and equivalents, beginning of period
56,349 
67,572 
58,869 
Cash and equivalents of continuing and discontinued operations, end of period
159,010 
56,349 
67,572 
Eliminations
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents
 
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net cash provided by operating activities
(312,497)
(248,313)
(274,225)
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchases of property and equipment
Investment and intercompany note activity with subsidiaries
1,720,732 
66,712 
477,615 
Acquisitions, net of cash acquired
Proceeds from foreign exchange contracts
 
 
Other investing activities, net
Net cash used in investing activities
1,720,732 
66,712 
477,615 
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Proceeds from exercise of stock options
Taxes paid related to net share settlements of stock-based compensation awards
Debt issuance costs
Proceeds from issuance of Euro notes
 
 
Borrowings under revolving credit facilities
Repayments under revolving credit facilities
Borrowings under term loans
 
Repayments under term loans
Borrowings under receivables securitization facility
Repayments under receivables securitization facility
Repayments of other long-term debt
Repayment of Rhiag Debt and Related payments
 
 
Payments of other obligations
Proceeds from (Payments for) Other Financing Activities
 
 
Investment and intercompany note activity with parent
1,720,732 
66,712 
477,615 
Dividends
312,497 
248,313 
274,225 
Net cash provided by (used in) financing activities
(1,408,235)
181,601 
(203,390)
Effect of exchange rate changes on cash and equivalents
Net (decrease) increase in cash and equivalents
Cash and equivalents, beginning of period
Cash and equivalents of continuing and discontinued operations, end of period
Continuing and Discontinued Operations [Member]
 
 
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net cash provided by operating activities
635,014 
544,282 
388,711 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchases of property and equipment
(207,074)
(170,490)
(140,950)
Acquisitions, net of cash acquired
(1,349,339)
(160,517)
(775,921)
Proceeds from foreign exchange contracts
18,342 
 
 
Other investing activities, net
(13,814)
(10,696)
1,883 
Net cash used in investing activities
(1,709,928)
(329,993)
(920,994)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Proceeds from exercise of stock options
7,963 
8,168 
9,324 
Taxes paid related to net share settlements of stock-based compensation awards
(4,438)
(7,581)
(443)
Debt issuance costs
(16,554)
(97)
(3,750)
Proceeds from issuance of Euro notes
563,450 
Borrowings under revolving credit facilities
2,636,596 
313,142 
1,587,644 
Repayments under revolving credit facilities
(1,748,664)
(445,282)
(1,098,518)
Borrowings under term loans
582,115 
11,250 
Repayments under term loans
(255,792)
(22,500)
(16,875)
Borrowings under receivables securitization facility
106,400 
3,858 
95,050 
Repayments under receivables securitization facility
(69,400)
(35,758)
(150)
Repayments of other long-term debt
(31,156)
(29,696)
(40,051)
Repayment of Rhiag Debt and Related payments
(543,347)
 
 
Payments of other obligations
(1,436)
(22,791)
(41,992)
Proceeds from (Payments for) Other Financing Activities
(300)
Net cash provided by (used in) financing activities
1,225,737 
(238,537)
501,189 
Effect of exchange rate changes on cash and equivalents
(3,704)
(2,960)
(4,789)
Net (decrease) increase in cash and equivalents
147,119 
(27,208)
(35,883)
Cash and equivalents, beginning of period
87,397 
114,605 
150,488 
Cash and equivalents of continuing and discontinued operations, end of period
234,516 
87,397 
114,605 
Continuing and Discontinued Operations [Member] |
Parent
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Cash and equivalents of continuing and discontinued operations, end of period
33,030 
 
 
Continuing and Discontinued Operations [Member] |
Guarantors
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Cash and equivalents of continuing and discontinued operations, end of period
35,509 
 
 
Continuing and Discontinued Operations [Member] |
Non-Guarantors
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Cash and equivalents of continuing and discontinued operations, end of period
165,977 
 
 
Continuing and Discontinued Operations [Member] |
Eliminations
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Cash and equivalents of continuing and discontinued operations, end of period
$ 0 
 
 
Schedule II-Valuation and Qualifying Accounts and Reserves Schedule II-Valuation and Qualifying Accounts and Reserves (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Allowance for Doubtful Accounts
 
 
 
Movement in Valuation Allowances and Reserves [Roll Forward]
 
 
 
Balance at Beginning of Period
$ 24,583 
$ 19,426 
$ 14,360 
Additions Charged to Costs and Expenses
13,280 
13,654 
9,814 
Deductions
(21,829)
(9,486)
(9,184)
Acquisitions and Other
29,574 
989 
4,436 
Balance at End of Period
45,608 
24,583 
19,426 
Allowance for Estimated Returns, Discounts & Allowances
 
 
 
Movement in Valuation Allowances and Reserves [Roll Forward]
 
 
 
Balance at Beginning of Period
32,774 
31,288 
26,636 
Additions Charged to Costs and Expenses
1,088,426 
1,049,987 
955,615 
Deductions
(1,090,555)
(1,051,439)
(961,658)
Acquisitions and Other
7,700 
2,938 
10,695 
Balance at End of Period
$ 38,345 
$ 32,774 
$ 31,288