LKQ CORP, 10-K filed on 2/25/2016
Annual Report
Document and Entity Information (USD $)
In Billions, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Feb. 19, 2016
Jun. 30, 2015
Document and Entity Information [Abstract]
 
 
 
Document Type
10-K 
 
 
Amendment Flag
false 
 
 
Document Period End Date
Dec. 31, 2015 
 
 
Document Fiscal Year Focus
2015 
 
 
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
 
306,204,125 
 
Entity Public Float
 
 
$ 9.1 
Consolidated Balance Sheets (USD $)
Dec. 31, 2015
Dec. 31, 2014
Current Assets:
 
 
Cash and equivalents
$ 87,397,000 
$ 114,605,000 
Receivables, net
590,160,000 
601,422,000 
Inventory
1,556,552,000 
1,433,847,000 
Prepaid expenses and other current assets
106,603,000 
85,799,000 
Total Current Assets
2,340,712,000 
2,235,673,000 
Property and Equipment, net
696,567,000 
629,987,000 
Intangible Assets:
 
 
Goodwill
2,319,246,000 
2,288,895,000 
Other intangibles, net
215,117,000 
245,525,000 
Other Assets
76,195,000 
75,659,000 
Total Assets
5,647,837,000 
5,475,739,000 
Current Liabilities:
 
 
Accounts payable
415,588,000 
400,202,000 
Accrued expenses:
 
 
Accrued payroll-related liabilities
86,527,000 
86,016,000 
Self-insurance reserves
37,800,000 
36,400,000 
Other accrued expenses
124,466,000 
127,779,000 
Other current liabilities
31,596,000 
32,200,000 
Current portion of long-term obligations
56,034,000 
61,938,000 
Current portion of long-term obligations
1,528,668,000 
1,784,210,000 
Total Current Liabilities
751,970,000 
744,504,000 
Deferred Income Taxes
127,239,000 
106,938,000 
Other Noncurrent Liabilities
125,278,000 
119,430,000 
Commitments and Contingencies
   
   
Stockholders’ Equity:
 
 
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 305,574,384 and 303,452,655 shares issued and outstanding at December 31, 2015 and 2014, respectively
3,055,000 
3,035,000 
Additional paid-in capital
1,090,713,000 
1,054,686,000 
Retained earnings
2,126,384,000 
1,703,161,000 
Accumulated other comprehensive loss
(105,470,000)
(40,225,000)
Total Stockholders' Equity
3,114,682,000 
2,720,657,000 
Total Liabilities and Stockholders’ Equity
$ 5,647,837,000 
$ 5,475,739,000 
Consolidated Balance Sheets (Parenthetical) (USD $)
Dec. 31, 2015
Dec. 31, 2014
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
305,574,384 
303,452,655 
Common stock, shares outstanding
305,574,384 
303,452,655 
Consolidated Statements of Income (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Income Statement [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Revenue
$ 1,748,919 
$ 1,831,732 
$ 1,838,070 
$ 1,773,912 
$ 1,684,131 
$ 1,721,024 
$ 1,709,132 
$ 1,625,777 
$ 7,192,633 
$ 6,740,064 
$ 5,062,528 
Cost of goods sold
 
 
 
 
 
 
 
 
4,359,104 
4,088,151 
2,987,126 
Gross margin
697,327 
712,779 
723,944 
699,479 
664,559 
664,411 
671,059 
651,884 
2,833,529 
2,651,913 
2,075,402 
Facility and warehouse expenses
 
 
 
 
 
 
 
 
556,041 
526,291 
425,081 
Distribution expenses
 
 
 
 
 
 
 
 
602,897 
577,341 
431,947 
Selling, general and administrative expenses
 
 
 
 
 
 
 
 
828,333 
762,888 
597,052 
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
(19,511)
(14,806)
(10,173)
Depreciation and amortization
 
 
 
 
 
 
 
 
122,120 
120,719 
80,969 
Operating income
151,671 
166,745 
200,285 
185,926 
146,250 
156,188 
173,596 
173,834 
704,627 
649,868 
530,180 
Other expense (income):
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
 
 
 
 
 
 
 
(57,860)
(64,542)
(51,184)
Loss on debt extinguishment
 
 
 
 
 
 
 
 
0 
324 
2,795 
Change in fair value of contingent consideration liabilities
 
 
 
 
 
 
 
 
(454)
1,851 
(2,504)
Interest and other income, net
 
 
 
 
 
 
 
 
(2,717)
(1,035)
(2,130)
Total other expense, net
 
 
 
 
 
 
 
 
55,597 
61,980 
54,353 
Income before provision for income taxes
 
 
 
 
 
 
 
 
649,030 
587,888 
475,827 
Provision for income taxes
 
 
 
 
 
 
 
 
219,703 
204,264 
164,204 
Equity in earnings of unconsolidated subsidiaries
 
 
 
 
 
 
 
 
(6,104)
(2,105)
0 
Net income
$ 95,060 
$ 101,346 
$ 119,722 
$ 107,095 
$ 80,469 
$ 91,515 
$ 104,882 
$ 104,653 
$ 423,223 
$ 381,519 
$ 311,623 
Earnings per share:
 
 
 
 
 
 
 
 
 
 
 
Basic
 
 
 
 
 
 
 
 
$ 1.39 1
$ 1.26 1
$ 1.04 1
Diluted
 
 
 
 
 
 
 
 
$ 1.38 1
$ 1.25 1
$ 1.02 1
Consolidated Statements of Comprehensive Income (USD $)
In Thousands, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Statement of Comprehensive Income [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Net income
$ 95,060 
$ 101,346 
$ 119,722 
$ 107,095 
$ 80,469 
$ 91,515 
$ 104,882 
$ 104,653 
$ 423,223 
$ 381,519 
$ 311,623 
Other comprehensive (loss) income:
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation
 
 
 
 
 
 
 
 
(69,817)
(51,979)
14,056 
Net change in unrecognized gains/losses on derivative instruments, net of tax
 
 
 
 
 
 
 
 
2,469 
2,195 
4,495 
Unrealized gain on pension plan, net of tax
 
 
 
 
 
 
 
 
2,103 
(10,452)
701 
Total other comprehensive (loss) income
 
 
 
 
 
 
 
 
(65,245)
(60,236)
19,252 
Total comprehensive income
 
 
 
 
 
 
 
 
$ 357,978 
$ 321,283 
$ 330,875 
Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net income
$ 423,223 
$ 381,519 
$ 311,623 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
128,192 
125,437 
86,463 
Stock-based compensation expense
21,336 
22,021 
22,036 
Deferred income taxes
22,388 
6,242 
4,279 
Excess tax benefit from stock-based payments
(14,445)
(17,814)
(18,348)
Other
7,348 
6,593 
9,630 
Changes in operating assets and liabilities, net of effects from acquisitions:
 
 
 
Receivables
14,704 
(61,739)
(44,670)
Inventory
(83,188)
(122,590)
(69,222)
Prepaid income taxes/income taxes payable
17,474 
18,428 
49,993 
Accounts payable
(4,222)
(5,474)
49,641 
Other operating assets and liabilities
(2,973)
18,274 
26,631 
Net cash provided by operating activities
529,837 
370,897 
428,056 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchases of property and equipment
(170,490)
(140,950)
(90,186)
Acquisitions, net of cash acquired
(160,517)
(775,921)
(408,384)
Payments for (Proceeds from) Other Investing Activities
(1,014)
4,123 
7,036 
Net cash used in investing activities
(329,993)
(920,994)
(505,606)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Proceeds from exercise of stock options
8,168 
9,324 
15,392 
Excess tax benefit from stock-based payments
14,445 
17,814 
18,348 
Taxes paid related to net share settlements of stock-based compensation awards
(7,581)
(443)
0 
Debt issuance costs
(97)
(3,750)
(16,940)
Proceeds from issuance of senior notes
0 
0 
600,000 
Borrowings under revolving credit facilities
313,142 
1,587,644 
437,023 
Repayments under revolving credit facilities
(445,282)
(1,098,518)
(748,086)
Borrowings under term loans
0 
11,250 
35,000 
Repayments under term loans
(22,500)
(16,875)
(16,875)
Borrowings under receivables securitization facility
3,858 
95,050 
41,500 
Repayments under receivables securitization facility
(35,758)
(150)
(121,500)
Repayments of other debt, net
(29,696)
(40,051)
(45,062)
Payments of other obligations
(22,791)
(41,992)
(32,859)
Proceeds from (Payments for) Other Financing Activities
0 
(300)
0 
Net cash (used in) provided by financing activities
(224,092)
519,003 
165,941 
Effect of exchange rate changes on cash and equivalents
(2,960)
(4,789)
2,327 
Net (decrease) increase in cash and equivalents
(27,208)
(35,883)
90,718 
Cash and equivalents, beginning of period
114,605 
150,488 
59,770 
Cash and equivalents, end of period
87,397 
114,605 
150,488 
Supplemental disclosure of cash paid for:
 
 
 
Income taxes, net of refunds
180,126 
176,955 
110,862 
Interest
54,917 
59,678 
45,253 
Supplemental disclosure of noncash investing and financing activities:
 
 
 
Notes payable and other obligations, including notes issued and debt assumed in connection with business acquisitions
28,348 
96,258 
8,360 
Contingent consideration liabilities
0 
5,854 
3,854 
Non-cash property and equipment additions
$ 8,846 
$ 2,293 
$ 6,615 
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, 2012
$ 1,964,094 
$ 2,978 
$ 950,338 
$ 1,010,019 
$ 759 
Beginning Balance, shares at Dec. 31, 2012
 
297,811,000 
 
 
 
Net income
311,623 
0 
0 
311,623 
0 
Other comprehensive income (loss)
19,252 
0 
0 
0 
19,252 
Restricted stock units vested, shares
 
595,000 
 
 
 
Restricted stock units vested, value
0 
6 
(6)
0 
0 
Stock-based compensation expense
22,036 
0 
22,036 
0 
0 
Stock options exercised, shares
2,399,419 
2,399,000 
 
 
 
Exercise of stock options, value
15,392 
24 
15,368 
0 
0 
Excess tax benefit from stock-based payments
18,348 
0 
18,348 
0 
0 
Ending Balance at Dec. 31, 2013
2,350,745 
3,008 
1,006,084 
1,321,642 
20,011 
Ending Balance, shares at Dec. 31, 2013
 
300,805,000 
 
 
 
Net income
381,519 
0 
0 
381,519 
0 
Other comprehensive income (loss)
(60,236)
0 
0 
0 
(60,236)
Restricted stock units vested, shares
 
975,000 
 
 
 
Restricted stock units vested, value
0 
10 
(10)
0 
0 
Stock-based compensation expense
22,021 
0 
22,021 
0 
0 
Stock options exercised, shares
1,687,700 
1,688,000 
 
 
 
Exercise of stock options, value
9,324 
17 
9,307 
0 
0 
Tax withholdings related to net share settlements of stock-based compensation awards, value
(443)
(15)
(443)
 
 
Excess tax benefit from stock-based payments
17,727 
0 
17,727 
0 
0 
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 
0 
0 
423,223 
0 
Other comprehensive income (loss)
(65,245)
0 
0 
0 
(65,245)
Restricted stock units vested, shares
 
840,000 
 
 
 
Restricted stock units vested, net of shares withheld for employee tax
(4,341)
8 
(4,349)
0 
0 
Stock-based compensation expense
21,336 
0 
21,336 
0 
0 
Stock options exercised, shares
1,425,075 
1,425,000 
 
 
 
Exercise of stock options, value
8,863 
14 
8,849 
0 
0 
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)
0 
0 
Excess tax benefit from stock-based payments
14,125 
0 
14,125 
0 
0 
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 
 
 
 
Business
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 and the Benelux region of continental 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. We also have operations in the Netherlands, Belgium, Northern France, Sweden, Norway, Mexico, Taiwan and India. In total, we operate more than 790 facilities.
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, 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 $32.8 million and $31.3 million at December 31, 2015 and 2014, 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, cores and other metals 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 $24.6 million and $19.4 million at December 31, 2015 and 2014, 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.
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.
Inventory
We classify our inventory into the following categories: aftermarket and refurbished products, and salvage and remanufactured products.
An aftermarket product is a new vehicle product manufactured by a company other than the original equipment manufacturer. Cost is established based on the average price we pay for parts, and includes expenses incurred for freight and overhead costs. For items purchased from foreign companies, import fees and duties and transportation insurance are also included. 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, labor and other overhead.
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. 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 days in stock and historical demand. The average cost to sales percentage is derived from each facility's historical profitability for salvage vehicles. Remanufactured inventory cost is based upon the price paid for cores, and also includes expenses incurred for freight, direct manufacturing costs and overhead.
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 differs from our estimates, additional reductions to inventory carrying value would be necessary in the period such determination is made.
Inventory consists of the following (in thousands):
 
December 31,
 
2015
 
2014
Aftermarket and refurbished products
$
1,146,162

 
$
1,022,549

Salvage and remanufactured products
410,390

 
411,298

 
$
1,556,552

 
$
1,433,847



Our acquisitions completed during 2015 and adjustments to preliminary valuations of inventory for certain of our 2014 acquisitions contributed $73.4 million to our aftermarket and refurbished products inventory and $6.3 million to our salvage and remanufactured products inventory during 2015. See Note 8, "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
Furniture, fixtures and equipment
3-20 years
Computer equipment and software
3-10 years
Vehicles and trailers
3-10 years

Property and equipment consists of the following (in thousands):
 
December 31,
 
2015
 
2014
Land and improvements
$
118,420

 
$
112,582

Buildings and improvements
183,480

 
173,366

Furniture, fixtures and equipment
379,645

 
337,125

Computer equipment and software
130,363

 
125,888

Vehicles and trailers
101,201

 
87,944

Leasehold improvements
140,732

 
129,309

 
1,053,841

 
966,214

Less—Accumulated depreciation
(437,946
)
 
(374,291
)
Construction in progress
80,672

 
38,064

 
$
696,567

 
$
629,987



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 and our distribution centers. Total depreciation expense for the years ended December 31, 2015, 2014 and 2013 was $94.4 million, $90.9 million, and $72.7 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 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 2015, 2014 and 2013. 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 performed an interim impairment test in the third quarter for our Self Service reporting unit based on the impact of declining scrap steel and other metals prices on operating margin in addition to our annual test performed in the fourth quarter. The impairment test indicated the fair value of the Self Service reporting unit, determined using both market and income approaches, exceeded the reporting unit’s carrying value by approximately 11% and no impairment adjustment was required.
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, 2013
$
1,339,831

 
$
350,453

 
$
—

 
$
1,690,284

Business acquisitions and adjustments to previously recorded goodwill
27,035

 
208,412

 
—

 
235,447

Exchange rate effects
(7,929
)
 
19,642

 
—

 
11,713

Balance as of December 31, 2013
$
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



In 2015 and 2014, we finalized the valuation of certain intangible assets acquired related to our 2014 and 2013 acquisitions, respectively. As these adjustments did not have a material impact on our financial position or results of operations, we recorded these adjustments to goodwill and amortization expense in 2015 and 2014.
The components of other intangibles are as follows (in thousands):
 
December 31, 2015
 
December 31, 2014
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Trade names and trademarks
$
172,219

 
$
(43,458
)
 
$
128,761

 
$
173,340

 
$
(35,538
)
 
$
137,802

Customer and supplier relationships
95,508

 
(41,007
)
 
54,501

 
92,972

 
(26,751
)
 
66,221

Software and other technology related assets
44,500

 
(17,844
)
 
26,656

 
44,640

 
(10,387
)
 
34,253

Covenants not to compete
10,774

 
(5,575
)
 
5,199

 
11,074

 
(3,825
)
 
7,249

 
$
323,001

 
$
(107,884
)
 
$
215,117

 
$
322,026

 
$
(76,501
)
 
$
245,525


During 2015, we recorded $3.6 million of trade names, $4.6 million of customer and supplier relationships, $1.2 million of software and other technology related assets and $0.6 million of covenants not to compete resulting from our 2015 acquisitions and adjustments to certain preliminary intangible asset valuations from our 2014 acquisitions.
During 2014, we recorded $35.5 million of trade names, $65.1 million of customer and supplier relationships, $26.7 million of software and other technology related assets and $1.9 million of covenants not to compete resulting from our 2014 acquisitions and adjustments to certain preliminary intangible asset valuations from our 2013 acquisitions. The trade names, customer relationships, and software and other technology related assets recorded in 2014 included $22.0 million, $30.5 million, and $25.5 million, respectively, related to our acquisition of Keystone Specialty as discussed in Note 8, "Business Combinations." Other intangible assets resulting from our acquisition of Keystone Specialty were not material. We also recognized trade names and customer relationships of $10.1 million and $17.6 million, respectively, related to our 2014 acquisition of a supplier of replacement parts, supplies and accessories for recreational vehicles in our Specialty segment and customer relationships of $12.0 million related to our 2014 acquisition of an automotive core business.
Trade names and trademarks are amortized over a useful life ranging from 4 to 30 years on a straight-line basis. Customer and supplier relationships are amortized over the expected period to be benefited (4 to 20 years) on an accelerated basis. Software and other technology related assets are amortized on a straight-line basis over the expected period to be benefited (three to six years). Covenants not to compete are amortized over the lives of the respective agreements, which range from one to five years, on a straight-line basis. The weighted average amortization period for our intangible assets acquired during 2015 is 11 years. Amortization expense for intangibles was $33.8 million, $34.5 million and $13.8 million during the years ended December 31, 2015, 2014 and 2013, respectively. Estimated amortization expense for each of the five years in the period ending December 31, 2020 is $29.8 million, $27.3 million, $22.9 million, $18.3 million and $12.5 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. There were no material adjustments to the carrying value of long-lived assets during the years ended December 31, 2015, 2014 or 2013.
Warranty Reserve
Some of our salvage mechanical products are sold with a standard six month warranty against defects. Additionally, some of our remanufactured engines are sold with a standard three year warranty against defects. We also provide a limited lifetime warranty for certain of our aftermarket products. We record the estimated warranty costs at the time of sale using historical warranty claim information to project future warranty claims activity. The changes in the warranty reserve are as follows (in thousands):
Balance as of January 1, 2014
$
12,447

Warranty expense
30,370

Warranty claims
(27,936
)
Balance as of December 31, 2014
$
14,881

Warranty expense
33,727

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


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 $78.4 million and $76.0 million, of which $37.8 million and $36.4 million was classified as current as of December 31, 2015 and 2014, 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. The reserves presented on the Consolidated Balance Sheets are net of claims deposits of $0.6 million at both December 31, 2015 and 2014, respectively. In addition to these claims deposits, we had outstanding letters of credit of $64.9 million and $59.2 million at December 31, 2015 and 2014, 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.
Investment in Unconsolidated Subsidiary
As of December 31, 2015, the carrying value of our investments in unconsolidated subsidiaries was $10.9 million; of this amount, $8.2 million relates to our investment in ACM Parts which was included within Other Current Assets on the Consolidated Balance Sheet as the investment was classified as held for sale as of year-end. In August 2013, we entered into an agreement with Suncorp Group, a leading general insurance group in Australia and New Zealand, to develop ACM Parts, an alternative vehicle replacement parts business in those countries. We held a 49% interest in the entity and contributed our experience to help establish automotive parts recycling operations and to facilitate the procurement of aftermarket parts; Suncorp Group held a 51% equity interest and supplied salvage vehicles to the venture as well as assisting in establishing relationships with repair shops as customers. We accounted for our interest in this subsidiary using the equity method of accounting, as our investment gave us the ability to exercise significant influence, but not control, over the investee. We divested our interest in ACM Parts in February 2016. Our equity in the net earnings of the investees for the years ended December 31, 2015 and 2014 was not material.
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"), which was amended in July 2015. This update outlines a new comprehensive revenue recognition model that supersedes most current revenue recognition guidance, and requires companies to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities adopting the standard have the option of using either a full retrospective or modified retrospective approach in the application of this guidance. ASU 2014-09 will be effective for the Company during the first quarter of our fiscal year 2018. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. We are still evaluating the impact that ASU 2014-09 will have on our consolidated financial statements and related disclosures.
In April 2015, the FASB issued Accounting Standards Update 2015-03, "Interest-Imputation of Interest" ("ASU 2015-03"). This update simplifies the presentation of debt issuance costs on the financial statements by requiring companies to deduct debt issuance costs from the carrying value of their corresponding liability on the balance sheet, rather than presenting debt issuance costs as deferred charges. ASU 2015-03 required that the Company adopt the ASU during the first quarter of our fiscal year 2016; however, early adoption was permitted. Entities must retrospectively apply this guidance within the balance sheet for all periods presented in order to reflect the period-specific effects of this new guidance. We elected to early adopt this guidance during the fourth quarter of 2015. We have disclosed the amounts reclassified for December 31, 2014 in Note 4, "Long-term Obligations" as well as in the table below.
In July 2015, the FASB issued Accounting Standards Update 2015-11, "Simplifying the Measurement of Inventory" ("ASU 2015-11"), which requires entities to measure inventory at the lower of cost or net realizable value. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 will be effective for the Company during the first quarter of our fiscal year 2017 and must be applied on a prospective basis. Early adoption is permitted. We do not anticipate the adoption of this guidance will have a material impact on our financial position, results of operations, or cash flows.
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 will be effective for the Company during the first quarter of our fiscal year 2016 and must be applied on a prospective basis. Early adoption is permitted for financial statements that have not been issued. We do not anticipate that the adoption of this guidance will have a material impact on our financial position, results of operations, or cash flows.
In November 2015 the FASB issued Accounting Standards Update 2015-17, "Balance Sheet Classification of Deferred Taxes" ("ASU 2015-17"), which requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. The new guidance does not change the existing requirement that only permits offsetting within a jurisdiction - that is, companies are still prohibited from offsetting deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction. ASU 2015-17 requires adoption by the Company during the first quarter of our fiscal year 2017 and can be applied prospectively and retrospectively. Early adoption is permitted for financial statements that have not been issued, and we elected to adopt this standard on a retrospective basis for the fourth quarter of 2015.
The reclassification adjustments made to our December 31, 2014 balances to conform with our presentation as of December 31, 2015 for the adoption of ASU 2015-03 and ASU 2015-17 have been presented below (in thousands):
 
December 31, 2014
 
Deferred Income Taxes(1)
 
Other Assets
 
Other Current Liabilities
 
Current Portion of Long-Term Obligations
 
Long-Term Obligations, Excluding Current Portion
 
Deferred Income Taxes
 
 
 
 
 
 
 
 
 
 
 
 
As reported
$
81,744

 
$
91,668

 
$
36,815

 
$
63,515

 
$
1,801,047

 
$
181,662

Adjustment - adoption of ASU 2015-03
—

 
(18,414
)
 
—

 
(1,577
)
 
(16,837
)
 
—

Adjustment - adoption of ASU 2015-17
(81,744
)
 
2,405

 
(4,615
)
 
—

 
—

 
(74,724
)
As adjusted
$
—

 
$
75,659

 
$
32,200

 
$
61,938

 
$
1,784,210

 
$
106,938

(1)As of December 31, 2014, the current portion of deferred tax assets was included as a separate line item within the Consolidated Balance Sheets. With the adoption of ASU 2015-17 in the fourth quarter of 2015, we no longer present the current portion of deferred taxes; all deferred taxes are presented as non-current.
Equity Incentive Plans
Equity Incentive Plans
Equity Incentive Plans
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, 12.5 million shares remained available for issuance as of December 31, 2015. 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. Each RSU converts into one share of LKQ common stock on the applicable vesting date. RSUs may not be sold, pledged or otherwise transferred until they vest. The grant date fair value of RSUs is based on the market price of LKQ stock on the grant date.
We also grant RSUs to our executive officers that include both a performance-based vesting condition and a time-based vesting condition. The performance-based vesting condition is the report by the Company of positive diluted earnings per share, subject to certain adjustments, during any fiscal year period within five years following the grant date. The time-based vesting condition is the vesting of the number of RSUs subject to the grant in each of the six months following the grant date over a total of three years. The Compensation Committee approved the grant of 215,076; 175,800; and 946,800 RSUs to our executive officers that include both a performance-based vesting condition and a time-based vesting condition in 2015, 2014, and 2013, respectively. Of the amounts approved in 2013, 671,400 represented a replacement for the cancellation of an equal number of then unvested RSUs that had only a time-based vesting condition. The performance-based vesting condition for the 2015, 2014, and 2013 grants to our executive officers has been satisfied.
The fair value of RSUs that vested during the years ended December 31, 2015, 2014 and 2013 was $28.2 million, $27.7 million and $14.4 million, respectively.
In January 2016, our Board of Directors granted 746,558 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, 2013
2,351,362

 
$
14.02

 
 
 
 
Granted
924,312

 
$
22.18

 
 
 
 
Vested
(594,961
)
 
$
15.05

 
 
 
 
Forfeited / Canceled
(122,500
)
 
$
16.25

 
 
 
 
Unvested as of December 31, 2013
2,558,213

 
$
16.63

 
 
 
 
Granted
664,897

 
$
31.82

 
 
 
 
Vested
(975,462
)
 
$
17.01

 
 
 
 
Forfeited / Canceled
(96,416
)
 
$
20.73

 
 
 
 
Unvested as of December 31, 2014
2,151,232

 
$
20.97

 
 
 
 
Granted
926,051

 
$
27.08

 
 
 
 
Vested
(994,130
)
 
$
19.87

 
 
 
 
Forfeited / Canceled
(101,861
)
 
$
24.66

 
 
 
 
Unvested as of December 31, 2015
1,981,292

 
$
24.19

 
 
 
 
Expected to vest after December 31, 2015
1,940,820

 
$
24.13

 
2.3
 
$
57,506


(1) The aggregate intrinsic value of 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.
The RSUs containing a performance-based vesting condition that were granted in replacement of canceled RSUs were accounted for as a modification of the original awards, and therefore are not reflected as grants or cancellations in the table above.
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. During 2015, we granted no stock options to employees.
The total grant-date fair value of options that vested during the years ended December 31, 2015, 2014 and 2013 was $1.2 million, $3.3 million and $5.1 million, respectively.
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, 2013
9,355,070

 
$
6.90

 
 
 
 
Exercised
(2,399,419
)
 
$
6.41

 
 
 
$
46,899

Forfeited / Canceled
(123,320
)
 
$
8.89

 
 
 
 
Balance as of December 31, 2013
6,832,331

 
$
7.04

 
 
 
 
Granted
126,755

 
$
32.31

 
 
 
 
Exercised
(1,687,700
)
 
$
5.52

 
 
 
$
38,373

Forfeited / Canceled
(63,614
)
 
$
16.10

 
 
 
 
Balance as of December 31, 2014
5,207,772

 
$
8.04

 
 
 
 
Exercised
(1,425,075
)
 
$
6.22

 
 
 
$
32,375

Forfeited / Canceled
(16,745
)
 
$
28.12

 
 
 
 
Balance as of December 31, 2015
3,765,952

 
$
8.63

 
2.9
 
$
79,317

Exercisable as of December 31, 2015
3,673,816

 
$
8.04

 
2.9
 
$
79,317

Exercisable as of December 31, 2015 and expected to vest thereafter
3,756,738

 
$
8.58

 
2.9
 
$
79,317


(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.
Restricted Stock
Restricted stock vested over a five year period, subject to a continued service condition. Shares of restricted stock may not be sold, pledged or otherwise transferred until they vest. During the year ended December 31, 2014, all remaining unvested restricted stock became fully vested.
The fair value of restricted stock that vested during the years ended December 31, 2014 and 2013 was $0.5 million and $2.3 million, respectively.
The following table summarizes activity related to our restricted stock under the Equity Incentive Plan:
 
Number
Outstanding
 
Weighted
Average
Grant Date
Fair Value
Unvested as of January 1, 2013
116,000

 
$
9.47

Vested
(96,000
)
 
$
9.51

Unvested as of December 31, 2013
20,000

 
$
9.30

Vested
(20,000
)
 
$
9.30

Unvested as of December 31, 2014
—

 
$
—



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. For the RSUs that were canceled and replaced, the fair values of the RSUs immediately before and after the modification were the same. As a result, there was no charge recorded in 2013 and the expense for these RSUs was continued at the grant date fair value. During the years ended December 31, 2015, 2014, and 2013, we recognized $8.2 million, $8.2 million, and $8.3 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 all cases, compensation expense is adjusted to reflect estimated forfeitures. When estimating forfeitures, we consider voluntary and involuntary termination behavior as well as analysis of historical forfeitures.
The components of pre-tax stock-based compensation expense are as follows (in thousands):
 
Year Ended December 31,
 
2015
 
2014
 
2013
RSUs
$
21,058

 
$
18,965

 
$
17,299

Stock options
278

 
2,917

 
4,529

Restricted stock
—

 
139

 
208

Total stock-based compensation expense
$
21,336

 
$
22,021

 
$
22,036


The following table sets forth the classification of total stock-based compensation expense included in our Consolidated Statements of Income (in thousands):
 
Year Ended December 31,
 
2015
 
2014
 
2013
Cost of goods sold
$
358

 
$
410

 
$
392

Facility and warehouse expenses
2,271

 
2,195

 
2,745

Selling, general and administrative expenses
18,707

 
19,416

 
18,899

 
21,336

 
22,021

 
22,036

Income tax benefit
(8,221
)
 
(8,478
)
 
(8,594
)
Total stock-based compensation expense, net of tax
$
13,115

 
$
13,543

 
$
13,442


We have not capitalized any stock-based compensation costs during the years ended December 31, 2015, 2014 or 2013.
As of December 31, 2015, unrecognized compensation expense related to unvested RSUs and stock options is expected to be recognized as follows (in thousands):
 
RSUs
 
Stock
Options
 
Total
2016
$
13,997

 
$
267

 
$
14,264

2017
8,760

 
7

 
8,767

2018
5,334

 
—

 
5,334

2019
2,754

 
—

 
2,754

2020
30

 
—

 
30

Total unrecognized compensation expense
$
30,875

 
$
274

 
$
31,149

Long-Term Obligations
Long-Term Obligations
Long-Term Obligations
Long-Term Obligations consist of the following (in thousands):
 
December 31,
 
2015
 
2014
Senior secured credit agreement:
 
 
 
Term loans payable
$
410,625

 
$
433,125

Revolving credit facilities
480,481

 
663,912

Senior notes
600,000

 
600,000

Receivables securitization facility
63,000

 
94,900

Notes payable through October 2025 at weighted average interest rates of 2.2% and 1.0%, respectively
16,104

 
45,891

Other long-term debt at weighted average interest rates of 2.4% and 3.1%, respectively
29,485

 
26,734

Total debt
1,599,695

 
1,864,562

Less: long-term debt issuance costs
(13,533
)
 
(16,837
)
Less: current debt issuance costs
(1,460
)
 
(1,577
)
Total debt, net of debt issuance costs
1,584,702

 
1,846,148

Less: current maturities, net of debt issuance costs
(56,034
)
 
(61,938
)
Long term debt, net of debt issuance costs
$
1,528,668

 
$
1,784,210



The scheduled maturities of long-term obligations outstanding at December 31, 2015 are as follows (in thousands):
2016
$
57,494

2017
89,036

2018
22,907

2019
824,572

2020
225

Thereafter
605,461

 
$
1,599,695

The total debt amounts presented above exclude debt issuance costs totaling $15 million as of December 31, 2015.

Senior Secured Credit Agreement

On March 27, 2014, LKQ Corporation, LKQ Delaware LLP, and certain other subsidiaries (collectively, the "Borrowers") entered into a third amended and restated credit agreement (the "Third Amended and Restated Credit Agreement"). On January 29, 2016, the Borrowers entered into a fourth amended and restated credit agreement (the “Fourth Amended and Restated Credit Agreement”). The terms of the Fourth Amended and Restated Credit Agreement are discussed below. The Third Amended and Restated Credit Agreement retained many of the terms of the Company’s second amended and restated credit agreement dated May 3, 2013 while also modifying certain terms to (1) extend the maturity date by one year to May 3, 2019; (2) increase the total availability under the Third Amended and Restated Credit Agreement from $1.8 billion to $2.3 billion (composed of $1.69 billion in the revolving credit facility's multicurrency component, $165 million in the revolving credit facility's U.S. dollar only component, and $450 million of term loans); (3) reduce both the applicable margin on outstanding borrowings under the Third Amended and Restated Credit Agreement and the commitment fee percentage we paid on average daily unused amounts under the revolving credit facilities; and (4) make other immaterial or clarifying modifications and amendments to the terms of the Company's second amended and restated credit agreement. The Third Amended and Restated Credit Agreement allowed the Company to increase the amount of the revolving credit facility or obtain incremental term loans up to the greater of $400 million or the amount that may be borrowed while maintaining a senior secured leverage ratio of less than or equal to 2.50 to 1.00, subject to the agreement of the lenders. The proceeds of the Credit Agreement were used to repay outstanding revolver borrowings and to pay fees related to the amendment and restatement.

The Third Amended and Restated Credit Agreement included customary representations and warranties, and included customary covenants that provide limitations and conditions on our ability to enter into certain transactions. The Credit Agreement also contained financial and affirmative covenants, including limitations on our net leverage ratio and a minimum interest coverage ratio.
Borrowings under the Third Amended and Restated Credit Agreement accrued interest at variable rates, which depended on the currency and duration of the borrowing elected, plus an applicable margin. The applicable margin was subject to change in increments of 0.25% depending on our net leverage ratio. Interest payments were 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 5, "Derivative Instruments and Hedging Activities," the weighted average interest rates on borrowings outstanding under the Third Amended and Restated Credit Agreement at December 31, 2015 and December 31, 2014 were 1.76% and 2.10%, respectively. We also paid a commitment fee based on the average daily unused amount of the revolving credit facilities. The commitment fee was subject to change in increments of 0.05% depending on our net leverage ratio. In addition, we paid 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 Third Amended and Restated Credit Agreement, $22.5 million was classified as current maturities at both December 31, 2015 and December 31, 2014. As of December 31, 2015, there were letters of credit outstanding in the aggregate amount of $65.9 million. The amounts available under the revolving credit facilities are reduced by the amounts outstanding under letters of credit, and thus availability under the revolving credit facilities at December 31, 2015 was $1.3 billion.
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 were capitalized as an offset to Long-Term Obligations and are amortized over the term of the agreement. The remaining $0.3 million of fees were expensed during the year ended December 31, 2014 as a loss on debt extinguishment. Related to the execution of the second amended and restated credit agreement in May 2013, we incurred $7.2 million of fees, of which $6.1 million were capitalized as an offset to Long-Term Obligations. The remaining $1.1 million of fees, together with $1.7 million of capitalized debt issuance costs related to the original credit agreement, were expensed during the year ended December 31, 2013 as a loss on debt extinguishment.
On January 29, 2016, the Borrowers entered into the Fourth Amended and Restated 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.
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.
Senior Notes
On May 9, 2013, LKQ Corporation completed an offering of $600 million aggregate principal amount of senior notes due May 15, 2023 (the "Original Notes") in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933. In April 2014, LKQ Corporation completed an offer to exchange $600 million aggregate principal amount of registered 4.75% Senior Notes due 2023 (the "Notes") for the Original Notes. The Notes are governed by the Indenture dated as of May 9, 2013 among LKQ Corporation, certain of our subsidiaries (the "Guarantors") and U.S. Bank National Association, as trustee. The Notes are substantially identical to the Original Notes, except the Notes are registered under the Securities Act of 1933, and the transfer restrictions, registration rights, and related additional interest provisions applicable to the Original Notes do not apply to the Notes.
The Notes bear interest at a rate of 4.75% per year from the date of the original issuance or from the most recent payment date on which interest has been paid or provided for. Interest on the Notes is payable in arrears on May 15 and November 15 of each year. The first interest payment was made on November 15, 2013. The Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.
The Notes and the guarantees are, respectively, LKQ Corporation's and each Guarantor's senior unsecured obligations and are subordinated to all of the Guarantors' existing and future secured debt to the extent of the assets securing that secured debt. In addition, the Notes are effectively subordinated to all of the liabilities of our subsidiaries that are not guaranteeing the Notes to the extent of the assets of those subsidiaries.
Restricted Payments
Our senior secured credit agreement and our senior notes indenture 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 indenture, the maximum amount of dividends we could pay as of December 31, 2015 was approximately $970 million. The limit on the payment of dividends is calculated using historical financial information and will change from period to period.
Receivables Securitization Facility
On September 28, 2012, LKQ entered into a three year receivables securitization facility with The Bank of Tokyo-Mitsubishi UFJ, LTD. ("BTMU") as Administrative Agent. On September 29, 2014, we amended the terms of the facility to: (i) extend the term of the facility to October 2, 2017; (ii) increase the maximum amount available to $97 million; and (iii) make other clarifying and updating changes. Under the facility, LKQ sells an ownership interest in certain receivables, related collections and security interests to BTMU for the benefit of conduit investors and/or financial institutions for cash proceeds. Upon payment of the receivables by customers, rather than remitting to BTMU the amounts collected, LKQ retains such collections as proceeds for the sale of new receivables generated by certain of the ongoing operations of the Company.
The sale of the ownership interest in the receivables is accounted for as a secured borrowing in our 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, 2015 and December 31, 2014, $136.1 million and $129.5 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, 2015, the interest rate under the receivables facility was based on commercial paper rates and was 1.13%. The outstanding balance of $63.0 million as of December 31, 2015 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, changing foreign exchange rates for certain foreign currency denominated transactions and changes in metals prices. We do not hold or issue derivatives for trading purposes.
Cash Flow Hedges
At December 31, 2015, we had interest rate swap agreements in place to hedge a portion of the variable interest rate risk on our variable rate borrowings under our Credit Agreement, with the objective of 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 or the Canadian Dealer Offered Rate (“CDOR”) for the respective currency of each interest rate swap agreement’s notional amount. The effective portion of changes in the fair value of the interest rate swap agreements is recorded in Accumulated Other Comprehensive Income (Loss) and is reclassified to interest expense when the underlying interest payment has an impact on earnings. The ineffective portion of changes in the fair value of the interest rate swap agreements is reported in interest expense. Our interest rate swap contracts outstanding as of December 31, 2015 mature in 2016.
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 changing 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 2013, we entered into two foreign exchange forward currency contracts with notional amounts of £70 million and €150 million. During 2014, these foreign currency forward contracts were settled through payments to the counterparties totaling $20.0 million. At that time, we also settled the underlying intercompany debt transactions.
The following table summarizes the notional amounts and fair values of our designated cash flow hedges as of December 31, 2015 and 2014 (in thousands):
 
 
Notional Amount
 
Fair Value at December 31, 2015 (USD)
 
Fair Value at December 31, 2014 (USD)
 
 
December 31, 2015
 
December 31, 2014
 
Other Accrued Expenses
 
Other Noncurrent Liabilities
 
Other Accrued Expenses
 
Other Noncurrent Liabilities
Interest rate swap agreements
 
 
 
 
 
 
 
 
USD denominated
 
$
170,000

 
$
420,000

 
$
858

 
$
—

 
$
2,691

 
$
1,615

GBP denominated
 
£
50,000

 
£
50,000

 
465

 
—

 
—

 
893

CAD denominated
 
C$
25,000

 
C$
25,000

 
24

 
—

 
—

 
19

Total cash flow hedges
 
$
1,347


$
—

 
$
2,691

 
$
2,527


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, 2015 or 2014.
The activity related to our cash flow hedges is included in Note 12, "Accumulated Other Comprehensive Income (Loss)." Ineffectiveness related to our cash flow hedges was immaterial to our results of operations during 2015, 2014 and 2013. 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, 2015, we estimate that $0.9 million of derivative losses (net of tax) included in Accumulated Other Comprehensive Income will be reclassified into our Consolidated Statements of Income within the next 12 months.
In January 2016, we entered into four interest rate swap contracts representing a total of $200 million of U.S. dollar-denominated debt. In February 2016, we entered into four additional interest rate swap contracts representing a total of $240 million of U.S. dollar-denominated debt. All new swaps mature in January 2021. All of the swaps convert floating to fixed interest rates.
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, as well as commodity forward contracts to manage our exposure to fluctuations in metals prices. 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, 2015 and 2014, along with the effect on our results of operations in 2015, 2014 and 2013, 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, 2015, 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, 2015 and 2014 (in thousands):
 
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

 
Balance as of December 31, 2014
 
Fair Value Measurements as of December 31, 2014
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
Cash surrender value of life insurance
$
28,242

 
$
—

 
$
28,242

 
$
—

Total Assets
$
28,242

 
$
—

 
$
28,242

 
$
—

Liabilities:
 
 
 
 
 
 
 
Contingent consideration liabilities
$
7,295

 
$
—

 
$
—

 
$
7,295

Deferred compensation liabilities
27,580

 
—

 
27,580

 
—

Interest rate swaps
5,218

 
—

 
5,218

 
—

Total Liabilities
$
40,093

 
$
—

 
$
32,798

 
$
7,295



The cash surrender value of life insurance and deferred compensation liabilities are included in Other Assets and Other Noncurrent Liabilities, respectively, on our Consolidated Balance Sheets. The current portion of contingent consideration liabilities is included in Other Current Liabilities and the noncurrent portion 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 5, "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 8, "Business Combinations." Under the terms of the contingent consideration agreements, payments may be made at specified future dates depending on the performance of the acquired business subsequent to the acquisition. The liabilities for these payments are classified as Level 3 liabilities because the related fair value measurement, which is determined using an income approach, includes significant inputs not observable in the market. These unobservable inputs include internally-developed assumptions of the probabilities of achieving specified targets, which are used to determine the resulting cash flows and the applicable discount rate. Our Level 3 fair value measurements are established and updated quarterly by our corporate accounting department using current information about these key assumptions, with the input and oversight of our operational and executive management teams. We evaluate the performance of the business during the period compared to our previous expectations, along with any changes to our future projections, and update the estimated cash flows accordingly. In addition, we consider changes to our cost of capital and changes to the probability of achieving the earnout payment targets when updating our discount rate on a quarterly basis.
The significant unobservable inputs used in the fair value measurements of our Level 3 contingent consideration liabilities were as follows:
 
December 31,
 
2015
 
2014
Unobservable Input
(Weighted Average)
Probability of achieving payout targets
76.2
%
 
79.1
%
Discount rate
7.5
%
 
7.5
%

A decrease in the assessed probabilities of achieving the targets or an increase in the discount rate, in isolation, would result in a lower fair value measurement. Changes in the values of the liabilities are recorded in Change in Fair Value of Contingent Consideration Liabilities within Other Expense (Income) on our Consolidated Statements of Income.
Changes in the fair value of our contingent consideration obligations are as follows (in thousands):
Balance as of January 1, 2014
$
55,653

Contingent consideration liabilities recorded for business acquisitions
5,854

Payments
(52,363
)
Decrease in fair value included in earnings
(1,851
)
Exchange rate effects
2

Balance as of December 31, 2014
$
7,295

Contingent consideration liabilities recorded for business acquisitions
—

Payments
(2,815
)
Increase in fair value included in earnings
454

Exchange rate effects
(350
)
Balance as of December 31, 2015
$
4,584


The purchase price for our 2011 acquisition of Euro Car Parts Holdings Limited ("ECP") included contingent payments depending on the achievement of certain annual performance targets. The performance target for each of the measurement periods was exceeded, and therefore, we settled the liabilities related to the 2012 and 2013 performance periods for the maximum amounts of £25 million and £30 million, respectively. During 2014, we settled the liability for the 2013 performance period through a cash payment of $44.8 million (£26.9 million) and the issuance of notes for $5.1 million (£3.1 million). The cash payments made for the settlement of these contingent consideration liabilities are included within Payments of Other Obligations and Other Cash Outflows in the Cash Flows from Financing Activities and Cash Flows from Operating Activities sections, respectively, of our Consolidated Statements of Cash Flows.
Of the amounts included in earnings for the twelve months ended December 31, 2015, $0.3 million of losses were related to contingent consideration obligations outstanding as of December 31, 2015. Of the amounts included in earnings for the twelve months ended December 31, 2014, $0.2 million of losses were related to contingent consideration obligations outstanding as of December 31, 2015.
The changes in the fair value of contingent consideration obligations included in earnings during 2015 and 2014 reflect the quarterly reassessment of each obligation's fair value, including an analysis of the significant inputs used in the valuation, as well as the accretion of the present value discount.
Financial Assets and Liabilities Not Measured at Fair Value
Our debt is reflected on the Consolidated Balance Sheets at cost. Based on market conditions as of December 31, 2015 and 2014, the fair value of our credit agreement borrowings reasonably approximated the carrying value of $891.1 million and $1.1 billion, respectively. In addition, based on market conditions, the fair value of the outstanding borrowings under the receivables facility reasonably approximated the carrying value of $63.0 million and $94.9 million at December 31, 2015 and 2014, respectively. As of December 31, 2015 and 2014, the fair value of our senior notes was approximately $567 million and $569 million, respectively, compared to a carrying value of $600 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, 2015 to assume these obligations. The fair value of our senior 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.
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, 2015 are as follows (in thousands):
Years ending December 31:
 
2016
$
155,104

2017
134,774

2018
113,440

2019
91,927

2020
75,084

Thereafter
286,127

Future Minimum Lease Payments
$
856,456


Rental expense for operating leases was approximately $168.4 million, $148.5 million and $122.4 million during the years ended December 31, 2015, 2014 and 2013, 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, 2015, our portion of the guaranteed residual value would have totaled approximately $32.9 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.
Business Combinations
Business Combinations
Business Combinations
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 December 22, 2015, LKQ and its wholly-owned subsidiary LKQ Italia S.r.l. entered into an agreement to acquire Rhiag, a distributor of aftermarket spare parts for passenger cars and commercial vehicles in Italy, Czech Republic, Switzerland, Hungary, Romania, Ukraine, Bulgaria, Slovakia, Poland and Spain. The transaction is expected to be completed in the first half of 2016 and is subject to customary closing conditions and necessary regulatory approvals. This acquisition will expand LKQ's geographic presence in continental Europe. In addition, we believe the acquisition will create potential purchasing synergies.
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 seven aftermarket parts distribution businesses in the Netherlands, five 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.
On May 1, 2013, we acquired the shares of Sator, a vehicle mechanical aftermarket parts distribution company based in the Netherlands, with operations in the Netherlands, Belgium and Northern France. With the acquisition of Sator, we expanded our geographic presence in the European vehicle mechanical aftermarket products market into continental Europe to complement our existing U.K. operations. Total acquisition date fair value of the consideration for the acquisition of Sator was €209.8 million ($272.8 million) of cash, net of cash acquired. We recorded $142.7 million of goodwill related to our acquisition of Sator, which we do not expect will be deductible for income tax purposes.
In addition to our acquisition of Sator, we made 19 acquisitions during 2013, including 10 wholesale businesses in North America, 7 wholesale businesses in Europe and 2 self service retail operations. Our European acquisitions included five automotive paint distribution businesses in the U.K., which enabled us to expand our collision product offerings. Our other acquisitions completed during 2013 enabled us to expand into new product lines and enter new markets. Total acquisition date fair value of the consideration for these additional 2013 acquisitions was $146.1 million, composed of $134.6 million of cash (net of cash acquired), $7.5 million of notes payable, $0.2 million of other purchase price obligations (non-interest bearing) and $3.9 million for the estimated value of contingent payments to former owners (with maximum potential payments totaling $5.0 million). During the year ended December 31, 2013 we recorded $92.7 million of goodwill related to these acquisitions and immaterial adjustments to preliminary purchase price allocations related to certain of our 2012 acquisitions. We expect $18.3 million of the $92.7 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. In connection with the 2015 acquisitions, certain of the purchase price allocations 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.
The purchase price allocations for the acquisitions completed during 2015 and 2014 are as follows (in thousands):
 
 
Year Ended
 
Year Ended
 
December 31, 2015
 
December 31, 2014
 
All Acquisitions
 
Keystone
Specialty
 
Other Acquisitions
 
Total
Receivables
$
29,628

 
$
48,473

 
$
75,330

 
$
123,803

Receivable reserves
(3,926
)
 
(7,748
)
 
(7,383
)
 
(15,131
)
Inventory
79,646

 
150,696

 
123,815

 
274,511

Income taxes receivable
—

 
14,096

 
—

 
14,096

Prepaid expenses and other current assets
3,337

 
8,085

 
4,050

 
12,135

Property and equipment
11,989

 
38,080

 
27,026

 
65,106

Goodwill
92,175

 
237,729

 
177,974

 
415,703

Other intangibles
9,926

 
78,110

 
51,135

 
129,245

Other assets
5,166

 
6,159

 
2,793

 
8,952

Deferred income taxes
4,102

 
(26,591
)
 
313

 
(26,278
)
Current liabilities assumed
(39,191
)
 
(63,513
)
 
(52,961
)
 
(116,474
)
Debt assumed
(2,365
)
 
—

 
(32,441
)
 
(32,441
)
Other noncurrent liabilities assumed
(2,651
)
 
(11,675
)
 
(10,573
)
 
(22,248
)
Contingent consideration liabilities
—

 
—

 
(5,854
)
 
(5,854
)
Other purchase price obligations
(21,199
)
 
(13,351
)
 
(333
)
 
(13,684
)
Notes issued
(4,296
)
 
(31,500
)
 
(13,535
)
 
(45,035
)
Settlement of pre-existing balances
(1,073
)
 
—

 
(5,052
)
 
(5,052
)
Cash used in acquisitions, net of cash acquired
$
161,268

 
$
427,050

 
$
334,304

 
$
761,354


We pursue acquisitions to create economic value for our stockholders by enhancing our position as a leading source for alternative collision and mechanical repair products and expanding into other product lines and businesses that may benefit from our operating strengths. Our acquisitions in the last three years reflect this strategy through (i) broadening our product offering, (ii) entering new geographic markets and (iii) strengthening our position in our existing markets through tuck-in acquisitions.
Our 2014 acquisition of Keystone Specialty allows us to enter into new product lines and increase the size of our addressable market. In addition, we believe that the acquisition creates logistics and administrative cost synergies as well as cross-selling opportunities, which contributed to the goodwill recorded on the Keystone Specialty acquisition. Additionally, our 2013 acquisitions of five automotive paint distribution businesses in the U.K. expanded our product offering beyond the core mechanical parts sold by ECP.
Our 2013 acquisition of Sator enabled us to expand our market presence to continental Europe. We believe that our Sator acquisition will allow for synergies within our European operations, most notably in procurement, warehousing and product management. These projected synergies contributed to the goodwill recorded on the Sator acquisition.
The majority of our other acquisitions completed during the last three years were completed to strengthen our position in existing markets by achieving greater geographic coverage, adding capacity in key locations and improving customer service. These tuck-in acquisitions tend to have high synergies as we are able to leverage our existing infrastructure to eliminate redundant warehouse, distribution and administrative costs.
When we identify potential acquisitions, we attempt to target companies with a leading market share, an experienced management team and workforce that provide a fit with our existing operations, and strong cash flows. As described above, 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, 2015 as though the businesses had been acquired as of January 1, 2014, the businesses acquired during the year ended December 31, 2014 as though they had been acquired as of January 1, 2013 and the businesses acquired during the year ended December 31, 2013 as though they had been acquired as of January 1, 2012. The pro forma adjustments are based upon unaudited financial information of the acquired entities (in thousands, except per share data):
 
Year Ended December 31,
 
2015
 
2014
 
2013
Revenue, as reported
$
7,192,633

 
$
6,740,064

 
$
5,062,528

Revenue of purchased businesses for the period prior to acquisition:
 
 
 
 
 
Keystone Specialty
—

 
3,443

 
696,960

Sator
—

 
—

 
126,309

Other acquisitions
213,630

 
676,965

 
695,596

Pro forma revenue
$
7,406,263

 
$
7,420,472

 
$
6,581,393

 
 
 
 
 
 
Net income, as reported
$
423,223

 
$
381,519

 
$
311,623

Net income of purchased businesses for the period prior to acquisition, and pro forma purchase accounting adjustments:
 
 
 
 
 
Keystone Specialty
—

 
637

 
40,460

Sator
—

 
—

 
5,712

Other acquisitions
6,005

 
20,550

 
19,367

Pro forma net income
$
429,228

 
$
402,706

 
$
377,162

 
 
 
 
 
 
Earnings per share-basic, as reported
$
1.39

 
$
1.26

 
$
1.04

Effect of purchased businesses for the period prior to acquisition:
 
 
 
 
 
Keystone Specialty
—

 
0.00

 
0.14

Sator
—

 
—

 
0.02

Other acquisitions
0.02

 
0.07

 
0.06

Pro forma earnings per share-basic (1) 
$
1.41

 
$
1.33

 
$
1.26

 
 
 
 
 
 
Earnings per share-diluted, as reported
$
1.38

 
$
1.25

 
$
1.02

Effect of purchased businesses for the period prior to acquisition:
 
 
 
 
 
Keystone Specialty
—

 
0.00

 
0.13

Sator
—

 
—

 
0.02

Other acquisitions
0.02

 
0.07

 
0.06

Pro forma earnings per share-diluted (1) 
$
1.40

 
$
1.31

 
$
1.24


(1) 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 net realizable 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. 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.
The pro forma impact of our acquisitions reflects the elimination of acquisition related expenses totaling $2.6 million for the year ended December 31, 2015, primarily related to acquisitions of Parts Channel, Coast, and our acquisition of the aftermarket parts distribution businesses in the Netherlands. Additionally, the pro forma impact of our acquisitions reflects the elimination of acquisition related expenses totaling $3.2 million for the year ended December 31, 2014, primarily related to our May 2014 acquisitions of five aftermarket parts distribution businesses in the Netherlands. The pro forma impact of our Sator acquisition reflects the elimination of acquisition related expenses totaling $3.6 million for the year ended December 31, 2013. Additionally, the pro-forma impact of our other acquisitions reflects the elimination of acquisition related expenses totaling $2.2 million for the year ended December 31, 2013. Refer to Note 9, "Restructuring and Acquisition Related Expenses," for further information regarding our acquisition related expenses. These pro forma results are not necessarily indicative of what would have occurred if the acquisitions had been in effect for the periods presented or of future results.
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,
 
2015
 
2014
 
2013
Net Income
$
423,223

 
$
381,519

 
$
311,623

Denominator for basic earnings per share—Weighted-average shares outstanding
304,722

 
302,343

 
299,574

Effect of dilutive securities:
 
 
 
 
 
RSUs
667

 
791

 
845

Stock options
2,107

 
2,905

 
3,696

Restricted stock
—

 
6

 
16

Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding
307,496

 
306,045

 
304,131

Earnings per share, basic
$
1.39

 
$
1.26

 
$
1.04

Earnings per share, diluted
$
1.38

 
$
1.25

 
$
1.02

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,
 
2015
 
2014
 
2013
Antidilutive securities:
 
 
 
 
 
RSUs
230

 
289

 
—

Stock options
96

 
116

 
—

Income Taxes
Income Taxes
Income Taxes
The provision for income taxes consists of the following components (in thousands):
 
Year Ended December 31,
 
2015
 
2014
 
2013
Current:
 
 
 
 
 
Federal
$
138,432

 
$
144,924

 
$
115,150

State
25,952

 
24,052

 
20,869

Foreign
32,931

 
29,046

 
23,906

 
$
197,315

 
$
198,022

 
$
159,925

Deferred:
 
 
 
 
 
Federal
$
22,233

 
$
9,321

 
$
6,225

State
1,212

 
(179
)
 
(550
)
Foreign
(1,057
)
 
(2,900
)
 
(1,396
)
 
$
22,388

 
$
6,242

 
$
4,279

Provision for income taxes
$
219,703

 
$
204,264

 
$
164,204

Income taxes have been based on the following components of income before provision for income taxes (in thousands):
 
Year Ended December 31,
 
2015
 
2014
 
2013
Domestic
$
478,819

 
$
460,637

 
$
361,283

Foreign
170,211

 
127,251

 
114,544

 
$
649,030

 
$
587,888

 
$
475,827

The U.S. federal statutory rate is reconciled to the effective tax rate as follows:
 
Year Ended December 31,
 
2015
 
2014
 
2013
U.S. federal statutory rate
35.0
 %
 
35.0
 %
 
35.0
 %
State income taxes, net of state credits and federal tax impact
2.9
 %
 
2.8
 %
 
2.9
 %
Impact of international operations
(4.1
)%
 
(3.6
)%
 
(3.7
)%
Non-deductible expenses
0.8
 %
 
0.5
 %
 
0.9
 %
Federal production incentives and credits
(0.2
)%
 
(0.2
)%
 
(0.3
)%
Other, net
(0.5
)%
 
0.2
 %
 
(0.3
)%
Effective tax rate
33.9
 %
 
34.7
 %
 
34.5
 %

Undistributed earnings of the Company's foreign subsidiaries amounted to approximately $398 million at December 31, 2015. 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,
 
2015
 
2014
Deferred Tax Assets:
 
 
 
Inventory
$
27,184

 
$
33,452

Accrued expenses and reserves
46,837

 
40,349

Accounts receivable
13,971

 
12,894

Stock-based compensation
11,096

 
11,978

Qualified and nonqualified retirement plans
14,130

 
14,049

Net operating loss carryforwards
8,946

 
6,744

Tax credit carryforwards
3,189

 
4,424

Other
5,023

 
8,275

 
130,376

 
132,165

Less valuation allowance
(3,880
)
 
(5,239
)
Total deferred tax assets
$
126,496

 
$
126,926

Deferred Tax Liabilities:
 
 
 
Goodwill and other intangible assets
$
141,442

 
$
121,728

Property and equipment
67,065

 
60,215

Trade name
36,532

 
43,325

Other
5,342

 
5,988

Total deferred tax liabilities
$
250,381

 
$
231,256

Net deferred tax liability
$
(123,885
)
 
$
(104,330
)
Deferred tax assets and liabilities are reflected on our Consolidated Balance Sheets as follows (in thousands):
 
December 31,
 
2015
 
2014
Noncurrent deferred tax assets
$
3,354

 
$
2,608

Noncurrent deferred tax liabilities
127,239

 
106,938


Our deferred tax assets and liabilities are presented within Other Assets and Deferred Income Taxes, respectively, on our Consolidated Balance Sheets. Refer to Recent Accounting Pronouncements in Note 2, "Summary of Significant Accounting Policies" for a summary of the retrospective adjustments made to current deferred tax balances as of December 31, 2014 under ASU 2015-17 to conform to the current year presentation.
We had net operating loss carryforwards for federal and certain of our state tax jurisdictions, the tax benefits of which total approximately $8.9 million and $6.7 million at December 31, 2015 and 2014, respectively. At December 31, 2015 and 2014, we had foreign, state, and local tax credit carryforwards of $3.2 million and $4.4 million, respectively. As of December 31, 2015 and 2014, valuation allowances of $3.9 million and $5.2 million, respectively, were recorded for a portion of the deferred tax assets related to net operating loss and tax credit carryforwards. The $1.3 million net decrease in valuation allowances was primarily due to a $2.6 million decrease related to a reduction in foreign tax credit carryovers as a result of the favorable reassessment by the Canada Revenue Agency of certain prior period filings by our Specialty operations in Canada, and a $0.2 million decrease due to our judgment regarding the realization of other net operating losses. These decreases were partially offset by a $1.5 million increase attributable to acquired foreign, federal and state tax credits.
The net operating loss carryforwards expire over the period from 2016 through 2035. Foreign tax credit carryforwards expire over the period from 2016 through 2025, while the state and local tax credits primarily have no expiration. 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):
 
2015
 
2014
 
2013
Balance at January 1
$
2,630

 
$
1,445

 
$
1,693

Additions for acquired tax positions
80

 
2,322

 
—

Additions based on tax positions related to the current year
302

 
302

 
302

Reductions for tax positions of prior years
(743
)
 
—

 
—

Lapse of statutes of limitations
(119
)
 
(134
)
 
(550
)
Settlements with taxing authorities
—

 
(1,182
)
 
—

Currency exchange rate fluctuations
123

 
(123
)
 
—

Balance at December 31
$
2,273

 
$
2,630

 
$
1,445



Included in the balance of unrecognized tax benefits above as of December 31, 2015, 2014 and 2013 are $1.5 million, $1.9 million and $0.9 million, respectively, of tax benefits that, if recognized, would affect the effective tax rate. The balance of unrecognized tax benefits at December 31, 2015, 2014 and 2013 also includes $0.8 million, $0.7 million, and $0.5 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, at December 31, 2015 and 2014, the Company had accumulated interest and penalties of $0.8 million and $0.7 million respectively. During each of the years ended December 31, 2015, 2014, and 2013, $0.1 million, $0.1 million and $0.1 million, respectively, 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, 2016, it is reasonably possible that we will reduce unrecognized tax benefits by up to approximately $0.1 million, all of which would impact our effective tax rate, primarily as a result of the expiration of certain statutes of limitations.
During 2015, the U.S. Internal Revenue Service completed examinations of the Company’s Federal consolidated tax returns for the years 2011 to 2013, without material adjustment. 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 the Netherlands, tax years through 2012 have been assessed. Tax years from 2011 are subject to income tax examinations by various U.S. state and local jurisdictions. Adjustments from such examinations, if any, are not expected to have a material effect on our consolidated financial statements.
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 Plan
 
Accumulated
Other
Comprehensive
(Loss) Income
Balance at January 1, 2013
 
$
10,850

 
$
(10,091
)
 
$
—

 
$
759

Pretax income (loss)
 
14,056

 
(21,250
)
 
935

 
(6,259
)
Income tax effect
 
—

 
7,984

 
(234
)
 
7,750

Reclassification of unrealized loss
 
—

 
27,481

 
—

 
27,481

Reclassification of deferred income taxes
 
—

 
(10,011
)
 
—

 
(10,011
)
Hedge ineffectiveness
 
—

 
460

 
—

 
460

Income tax effect
 
—

 
(169
)
 
—

 
(169
)
Balance at December 31, 2013
 
$
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
)


Unrealized losses on our interest rate swap contracts totaling $5.4 million, $6.2 million, and $6.2 million were reclassified to interest expense in our Consolidated Statements of Income during each of the years ended December 31, 2015, 2014, and 2013. The remaining reclassification of unrealized gains and losses during these periods related to our foreign currency forward contracts and were recorded to other income in our Consolidated Statements of Income. These gains and losses offset the remeasurement of certain of our intercompany balances as discussed in Note 5, "Derivative Instruments and Hedging Activities." The deferred income taxes related to our cash flow hedges were reclassified from Accumulated Other Comprehensive Income to income tax expense.
Segment and Geographic Information
Segment and Geographic Information
Segment and Geographic Information
We have four operating segments: Wholesale – North America; Europe; Specialty; and Self Service. Our Specialty operating segment was formed with our January 3, 2014 acquisition of Keystone Specialty, as discussed in Note 8, "Business Combinations." Our Wholesale – North America and Self Service operating segments are aggregated into one reportable segment, North America, because they possess similar economic characteristics and have common products and services, customers, and methods of distribution. Our reportable segments are organized based on a combination of geographic areas served and type of product lines offered. The reportable segments are managed separately as each business serves different customers (i.e. geographic in the case of North America and Europe and product type in the case of Specialty) and is affected by different economic conditions. Therefore, we present three reportable segments: North America, Europe and Specialty.
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, 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

Year Ended December 31, 2013
 
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
 
Third Party
$
3,802,929

 
$
1,259,599

 
$
—

 
$
—

 
$
5,062,528

Intersegment
—

 
—

 
—

 
—

 
—

Total segment revenue
$
3,802,929

 
$
1,259,599

 
$
—

 
$
—

 
$
5,062,528

Segment EBITDA
$
486,831

 
$
141,756

 
$
—

 
$
—

 
$
628,587

Depreciation and amortization (1)
65,606

 
20,857

 
—

 
—

 
86,463



(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. Segment EBITDA is calculated as EBITDA excluding restructuring and acquisition related expenses, change in fair value of contingent consideration liabilities and equity in earnings of unconsolidated subsidiaries. EBITDA, which is the basis for Segment EBITDA, is calculated as net income excluding depreciation, amortization, interest (including loss on debt extinguishment) and taxes. Loss on debt extinguishment is considered a component of interest in calculating EBITDA, as the write-off of debt issuance costs is similar to the treatment of debt issuance cost amortization.
The table below provides a reconciliation from Segment EBITDA to Net Income (in thousands):
 
Year Ended December 31,
 
2015
 
2014
 
2013
Segment EBITDA
$
854,529

 
$
790,551

 
$
628,587

Deduct:
 
 
 
 
 
Restructuring and acquisition related expenses(1)
19,511

 
14,806

 
10,173

Change in fair value of contingent consideration liabilities (2)
454

 
(1,851
)
 
2,504

Add:
 
 
 
 
 
Equity in earnings of unconsolidated subsidiaries
(6,104
)
 
(2,105
)
 
—

EBITDA
828,460

 
775,491

 
615,910

Depreciation and amortization - cost of goods sold
6,072

 
4,718

 
5,494

Depreciation and amortization
122,120

 
120,719

 
80,969

Interest expense, net
57,342

 
63,947

 
50,825

Loss on debt extinguishment
—

 
324

 
2,795

Provision for income taxes
219,703

 
204,264

 
164,204

Net income
$
423,223

 
$
381,519

 
$
311,623



(1) See Note 9, "Restructuring and Acquisition Related Expenses," for further information.
(2) See Note 6, "Fair Value Measurements," for further information on our contingent consideration liabilities.

The following table presents capital expenditures by reportable segment (in thousands):
 
Year Ended December 31,
 
2015
 
2014
 
2013
Capital Expenditures
 
 
 
 
 
North America
$
72,048

 
$
86,172

 
$
66,288

Europe
79,072

 
44,896

 
23,898

Specialty
19,370

 
9,882

 
—

 
$
170,490

 
$
140,950

 
$
90,186


The following table presents assets by reportable segment (in thousands):
 
December 31,
 
2015
 
2014
 
2013
Receivables, net
 
 
 
 
 
North America
$
314,743

 
$
322,713

 
$
277,395

Europe
215,710

 
227,987

 
180,699

Specialty
59,707

 
50,722

 
—

Total receivables, net
590,160

 
601,422

 
458,094

Inventory
 
 
 
 
 
North America
847,787

 
826,429

 
748,167

Europe
427,323

 
402,488

 
328,785

Specialty
281,442

 
204,930

 
—

Total inventory
1,556,552

 
1,433,847

 
1,076,952

Property and Equipment, net
 
 
 
 
 
North America
467,961

 
456,288

 
447,528

Europe
175,455

 
128,309

 
99,123

Specialty
53,151

 
45,390

 
—

Total property and equipment, net
696,567

 
629,987

 
546,651

Other unallocated assets (1)
2,804,558

 
2,810,483

 
2,356,361

Total assets (1)
$
5,647,837

 
$
5,475,739

 
$
4,438,058


(1) Prior year balances have been updated to reflect the adoption of two new accounting pronouncements in the fourth quarter of 2015 as described in Recent Accounting Pronouncements in Note 2, "Summary of Significant Accounting Policies". The adoption of these new accounting pronouncements resulted in a reclassification of $18.5 million of debt issuance costs from Other Assets to Long-term obligations, and a reclassification of $62.2 million of deferred tax assets to noncurrent deferred tax liabilities for the year ended December 31, 2013.
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 and other current and noncurrent assets, goodwill, intangibles 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. 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,
 
2015
 
2014
 
2013
Revenue
 
 
 
 
 
United States
$
4,831,875

 
$
4,499,743

 
$
3,544,360

United Kingdom
1,382,432

 
1,321,786

 
981,585

Other countries
978,326

 
918,535

 
536,583

 
$
7,192,633

 
$
6,740,064

 
$
5,062,528



The following table sets forth our tangible long-lived assets by geographic area (in thousands):
 
December 31,
 
2015
 
2014
Long-lived Assets
 
 
 
United States
$
493,300

 
$
469,450

United Kingdom
138,546

 
92,813

Other countries
64,721

 
67,724

 
$
696,567

 
$
629,987



The following table sets forth our revenue by product category (in thousands):
 
Year Ended December 31,
 
2015
 
2014
 
2013
Aftermarket, other new and refurbished products
$
5,116,373

 
$
4,613,454

 
$
3,034,599

Recycled, remanufactured and related products and services
1,597,578

 
1,473,305

 
1,394,981

Other
478,682

 
653,305

 
632,948

 
$
7,192,633

 
$
6,740,064

 
$
5,062,528


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, 2015. 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)
Mar. 31
 
Jun. 30
 
Sep. 30
 
Dec. 31
2014
 
 
 
 
 
 
 
Revenue
$
1,625,777

 
$
1,709,132

 
$
1,721,024

 
$
1,684,131

Gross margin
651,884

 
671,059

 
664,411

 
664,559

Operating income
173,834

 
173,596

 
156,188

 
146,250

Net income
104,653

 
104,882

 
91,515

 
80,469

Basic earnings per share(1)
$
0.35

 
$
0.35

 
$
0.30

 
$
0.27

Diluted earnings per share(1)
$
0.34

 
$
0.34

 
$
0.30

 
$
0.26

 
Quarter Ended
(In thousands, except per share data)
Mar. 31
 
Jun. 30
 
Sep. 30
 
Dec. 31
2015
 
 
 
 
 
 
 
Revenue
$
1,773,912

 
$
1,838,070

 
$
1,831,732

 
$
1,748,919

Gross margin
699,479

 
723,944

 
712,779

 
697,327

Operating income
185,926

 
200,285

 
166,745

 
151,671

Net income
107,095

 
119,722

 
101,346

 
95,060

Basic earnings per share(1)
$
0.35

 
$
0.39

 
$
0.33

 
$
0.31

Diluted earnings per share(1)
$
0.35

 
$
0.39

 
$
0.33

 
$
0.31


(1)
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.
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 Company'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 Notes; (ii) a transfer (including as a result of consolidation or merger) to any person that is not a Guarantor of the equity interests of a Guarantor or issuance by a Guarantor of its equity interests such that the Guarantor ceases to be a subsidiary, as defined in the Indenture, provided the Guarantor is also released from its obligations with respect to indebtedness under the Credit Agreement or other indebtedness of ours, which obligation gave rise to the guarantee of the Notes; (iii) the release of the Guarantor from its obligations with respect to indebtedness under the Credit Agreement or other indebtedness of ours, which obligation gave rise to the guarantee of the Notes; and (iv) upon legal defeasance, covenant defeasance or satisfaction and discharge of the Indenture, as defined in the Indenture.

Presented below are the condensed consolidating financial statements of the Parent, the Guarantors, the non-guarantor subsidiaries (the "Non-Guarantors"), and the elimination entries necessary to present the Company's financial statements on a consolidated basis as required by Rule 3-10 of Regulation S-X of the Securities Exchange Act of 1934 resulting from the guarantees of the Notes. Investments in consolidated subsidiaries have been presented under the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries, intercompany balances, and intercompany revenues and expenses. The condensed consolidating financial statements below have been prepared from the Company's 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 Parent, Guarantors and Non-Guarantors operated as independent entities.

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
)
 
—

Inventory
—

 
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
)
 
—

Other Assets
35,649

 
28,184

 
18,218

 
(5,856
)
 
76,195

Total Assets
$
4,156,415

 
$
3,985,750

 
$
1,959,677

 
$
(4,454,005
)
 
$
5,647,837

Liabilities and Stockholders’ Equity
 
 
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
681

 
$
229,519

 
$
185,388

 
$
—

 
$
415,588

Intercompany payables, net
—

 
13,544

 
3

 
(13,547
)
 
—

Accrued expenses:
 
 
 
 
 
 
 
 
 
Accrued payroll-related liabilities
4,395

 
48,698

 
33,434

 
—

 
86,527

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 Balance Sheets
(In thousands)
 
December 31, 2014
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
 
 
Cash and equivalents
$
14,930

 
$
32,103

 
$
67,572

 
$
—

 
$
114,605

Receivables, net
145

 
217,542

 
383,735

 
—

 
601,422

Intercompany receivables, net
1,360

 
—

 
8,048

 
(9,408
)
 
—

Inventory
—

 
964,477

 
469,370

 
—

 
1,433,847

Prepaid expenses and other current assets
20,640

 
36,553

 
28,606

 
—

 
85,799

Total Current Assets
37,075

 
1,250,675

 
957,331

 
(9,408
)
 
2,235,673

Property and Equipment, net
494

 
470,791

 
158,702

 
—

 
629,987

Intangible Assets:
 
 
 
 
 
 
 
 
 
Goodwill
—

 
1,563,796

 
725,099

 
—

 
2,288,895

Other intangibles, net
—

 
155,819

 
89,706

 
—

 
245,525

Investment in Subsidiaries
3,216,039

 
279,967

 
—

 
(3,496,006
)
 
—

Intercompany Notes Receivable
667,949

 
23,449

 
—

 
(691,398
)
 
—

Other Assets
35,380

 
24,457

 
22,960

 
(7,138
)
 
75,659

Total Assets
$
3,956,937

 
$
3,768,954

 
$
1,953,798

 
$
(4,203,950
)
 
$
5,475,739

Liabilities and Stockholders’ Equity
 
 
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
682

 
$
182,607

 
$
216,913

 
$
—

 
$
400,202

Intercompany payables, net
—

 
8,048

 
1,360

 
(9,408
)
 
—

Accrued expenses:
 
 
 
 
 
 
 
 
 
Accrued payroll-related liabilities
8,075

 
48,850

 
29,091

 
—

 
86,016

Self-Insurance reserves
—

 
36,173

 
196

 
—

 
36,369

Other accrued expenses
8,061

 
47,684

 
72,034

 
—

 
127,779

Other current liabilities
283

 
16,197

 
15,720

 
—

 
32,200

Current portion of long-term obligations
53,595

 
4,599

 
3,744

 
—

 
61,938

Total Current Liabilities
70,696

 
344,158

 
339,058

 
(9,408
)
 
744,504

Long-Term Obligations, Excluding Current Portion
1,133,916

 
6,561

 
643,733

 
—

 
1,784,210

Intercompany Notes Payable
—

 
649,824

 
41,574

 
(691,398
)
 
—

Deferred Income Taxes
—

 
93,877

 
20,199

 
(7,138
)
 
106,938

Other Noncurrent Liabilities
31,668

 
60,213

 
27,549

 
—

 
119,430

Stockholders’ Equity
2,720,657

 
2,614,321

 
881,685

 
(3,496,006
)
 
2,720,657

Total Liabilities and Stockholders’ Equity
$
3,956,937

 
$
3,768,954

 
$
1,953,798

 
$
(4,203,950
)
 
$
5,475,739






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

 
—

 
—

Change in fair value of contingent consideration liabilities
—

 
230

 
224

 
—

 
454

Interest and other expense (income), net
99

 
(7,644
)
 
4,828

 
—

 
(2,717
)
Total other expense, net
5,821

 
22,199

 
27,577

 
—

 
55,597

(Loss) income 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 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

Change in fair value of contingent consideration liabilities
—

 
(2,081
)
 
230

 
—

 
(1,851
)
Interest and other expense (income), net
230

 
(6,278
)
 
5,013

 
—

 
(1,035
)
Total other expense, net
2,634

 
16,141

 
43,205

 
—

 
61,980

(Loss) income 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 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 Income
(In thousands)
 
Year Ended December 31, 2013
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Revenue
$
—

 
$
3,576,269

 
$
1,598,832

 
$
(112,573
)
 
$
5,062,528

Cost of goods sold
—

 
2,100,804

 
998,895

 
(112,573
)
 
2,987,126

Gross margin
—

 
1,475,465

 
599,937

 
—

 
2,075,402

Facility and warehouse expenses
—

 
323,042

 
102,039

 
—

 
425,081

Distribution expenses
—

 
297,908

 
134,039

 
—

 
431,947

Selling, general and administrative expenses
26,778

 
377,481

 
192,793

 
—

 
597,052

Restructuring and acquisition related expenses
—

 
1,406

 
8,767

 
—

 
10,173

Depreciation and amortization
250

 
55,802

 
24,917

 
—

 
80,969

Operating (loss) income
(27,028
)
 
419,826

 
137,382

 
—

 
530,180

Other expense (income):
 
 
 
 
 
 
 
 
 
Interest expense
42,442

 
640

 
8,102

 
—

 
51,184

Intercompany interest (income) expense, net
(45,459
)
 
21,978

 
23,481

 
—

 
—

Loss on debt extinguishment
2,795

 
—

 
—

 
—

 
2,795

Change in fair value of contingent consideration liabilities
—

 
(744
)
 
3,248

 
—

 
2,504

Interest and other expense (income), net
252

 
(2,858
)
 
476

 
—

 
(2,130
)
Total other expense, net
30

 
19,016

 
35,307

 
—

 
54,353

(Loss) income before (benefit) provision for income taxes
(27,058
)
 
400,810

 
102,075

 
—

 
475,827

(Benefit) provision for income taxes
(7,193
)
 
151,369

 
20,028

 
—

 
164,204

Equity in earnings of subsidiaries
331,488

 
22,050

 
—

 
(353,538
)
 
—

Net income
$
311,623

 
$
271,491

 
$
82,047

 
$
(353,538
)
 
$
311,623



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 plan, 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 gains/losses on pension plan, 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 Comprehensive Income
(In thousands)
 
Year Ended December 31, 2013
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Net income
$
311,623

 
$
271,491

 
$
82,047

 
$
(353,538
)
 
$
311,623

Other comprehensive income:
 
 
 
 
 
 
 
 
 
Foreign currency translation
14,056

 
7,168

 
15,495

 
(22,663
)
 
14,056

Net change in unrecognized gains/losses on derivative instruments, net of tax
4,495

 
—

 
1,322

 
(1,322
)
 
4,495

Net change in unrealized gain on pension plan, net of tax
701

 
—

 
701

 
(701
)
 
701

Total other comprehensive income
19,252

 
7,168

 
17,518

 
(24,686
)
 
19,252

Total comprehensive income
$
330,875


$
278,659

 
$
99,565


$
(378,224
)

$
330,875





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
$
248,367

 
$
393,422

 
$
136,361

 
$
(248,313
)
 
$
529,837

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

Excess tax benefit from stock-based payments
14,445

 
—

 
—

 
—

 
14,445

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
(178,968
)
 
(212,756
)
 
(13,969
)
 
181,601

 
(224,092
)
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
$
271,221

 
$
427,249

 
$
(53,348
)
 
$
(274,225
)
 
$
370,897

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

Excess tax benefit from stock-based payments
17,814

 
—

 
—

 
—

 
17,814

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
142,834

 
311,725

 
267,834

 
(203,390
)
 
519,003

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


LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Cash Flows
(In thousands)
 
Year Ended December 31, 2013
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
$
160,620

 
$
260,567

 
$
126,681

 
$
(119,812
)
 
$
428,056

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Purchases of property and equipment
—

 
(57,219
)
 
(32,967
)
 
—

 
(90,186
)
Investment and intercompany note activity with subsidiaries
(434,172
)
 
(84,894
)
 
—

 
519,066

 
—

Acquisitions, net of cash acquired
—

 
(33,436
)
 
(374,948
)
 
—

 
(408,384
)
Other investing activities, net
—

 
1,191

 
(8,227
)
 
—

 
(7,036
)
Net cash used in investing activities
(434,172
)
 
(174,358
)
 
(416,142
)
 
519,066

 
(505,606
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Proceeds from exercise of stock options
15,392

 
—

 
—

 
—

 
15,392

Excess tax benefit from stock-based payments
18,348

 
—

 
—

 
—

 
18,348

Debt issuance costs
(16,858
)
 
—

 
(82
)
 
—

 
(16,940
)
Proceeds from issuance of senior notes
600,000

 
—

 
—

 
—

 
600,000

Borrowings under revolving credit facilities
315,000

 
—

 
122,023

 
—

 
437,023

Repayments under revolving credit facilities
(616,000
)
 
—

 
(132,086
)
 
—

 
(748,086
)
Borrowings under term loans
35,000

 
—

 
—

 
—

 
35,000

Repayments under term loans
(16,875
)
 
—

 
—

 
—

 
(16,875
)
Borrowings under receivables securitization facility
—

 
—

 
41,500

 
—

 
41,500

Repayments under receivables securitization facility
—

 
—

 
(121,500
)
 
—

 
(121,500
)
Repayments of other debt, net
(925
)
 
(8,930
)
 
(35,207
)
 
—

 
(45,062
)
Payments of other obligations
—

 
(473
)
 
(32,386
)
 
—

 
(32,859
)
Investment and intercompany note activity with parent
—

 
38,446

 
480,620

 
(519,066
)
 
—

Dividends
—

 
(119,812
)
 
—

 
119,812

 
—

Net cash provided by (used in) financing activities
333,082

 
(90,769
)
 
322,882

 
(399,254
)
 
165,941

Effect of exchange rate changes on cash and equivalents
—

 
—

 
2,327

 
—

 
2,327

Net increase (decrease) in cash and equivalents
59,530

 
(4,560
)
 
35,748

 
—

 
90,718

Cash and equivalents, beginning of period
18,396

 
18,253

 
23,121

 
—

 
59,770

Cash and equivalents, end of period
$
77,926

 
$
13,693

 
$
58,869

 
$
—

 
$
150,488

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
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, 2013
 
$
9,470

 
$
7,148

 
$
(5,891
)
 
$
3,633

 
$
14,360

Year ended December 31, 2014
 
14,360

 
9,814

 
(9,184
)
 
4,436

 
19,426

Year ended December 31, 2015
 
19,426

 
13,654

 
(9,486
)
 
989

 
24,583

ALLOWANCE FOR ESTIMATED RETURNS, DISCOUNTS & ALLOWANCES:
 
 
 
 
 
 
 
 
 
 
Year ended December 31, 2013
 
$
24,692

 
$
797,380

 
$
(796,261
)
 
$
825

 
$
26,636

Year ended December 31, 2014
 
26,636

 
955,615

 
(961,658
)
 
10,695

 
31,288

Year ended December 31, 2015
 
31,288

 
1,049,987

 
(1,051,439
)
 
2,938

 
32,774

Summary of Significant Accounting Policies (Policies)
Principles of Consolidation 
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 
Use of Estimates
In preparing our financial statements in conformity with accounting principles generally accepted in the United States, 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 
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 $32.8 million and $31.3 million at December 31, 2015 and 2014, 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, cores and other metals 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 
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 $24.6 million and $19.4 million at December 31, 2015 and 2014, 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.
Concentrations of Credit Risk 
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
Inventory 
Inventory
We classify our inventory into the following categories: aftermarket and refurbished products, and salvage and remanufactured products.
An aftermarket product is a new vehicle product manufactured by a company other than the original equipment manufacturer. Cost is established based on the average price we pay for parts, and includes expenses incurred for freight and overhead costs. For items purchased from foreign companies, import fees and duties and transportation insurance are also included. 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, labor and other overhead.
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. 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 days in stock and historical demand. The average cost to sales percentage is derived from each facility's historical profitability for salvage vehicles. Remanufactured inventory cost is based upon the price paid for cores, and also includes expenses incurred for freight, direct manufacturing costs and overhead.
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 differs from our estimates, additional reductions to inventory carrying value would be necessary in the period such determination is made.
Inventory consists of the following (in thousands):
 
December 31,
 
2015
 
2014
Aftermarket and refurbished products
$
1,146,162

 
$
1,022,549

Salvage and remanufactured products
410,390

 
411,298

 
$
1,556,552

 
$
1,433,847



Our acquisitions completed during 2015 and adjustments to preliminary valuations of inventory for certain of our 2014 acquisitions contributed $73.4 million to our aftermarket and refurbished products inventory and $6.3 million to our salvage and remanufactured products inventory during 2015. See Note 8, "Business Combinations" for further information on our acquisitions.
Property and Equipment 
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
Furniture, fixtures and equipment
3-20 years
Computer equipment and software
3-10 years
Vehicles and trailers
3-10 years

Property and equipment consists of the following (in thousands):
 
December 31,
 
2015
 
2014
Land and improvements
$
118,420

 
$
112,582

Buildings and improvements
183,480

 
173,366

Furniture, fixtures and equipment
379,645

 
337,125

Computer equipment and software
130,363

 
125,888

Vehicles and trailers
101,201

 
87,944

Leasehold improvements
140,732

 
129,309

 
1,053,841

 
966,214

Less—Accumulated depreciation
(437,946
)
 
(374,291
)
Construction in progress
80,672

 
38,064

 
$
696,567

 
$
629,987



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 and our distribution centers. Total depreciation expense for the years ended December 31, 2015, 2014 and 2013 was $94.4 million, $90.9 million, and $72.7 million, respectively.
Intangible Assets 
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 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 2015, 2014 and 2013. 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 performed an interim impairment test in the third quarter for our Self Service reporting unit based on the impact of declining scrap steel and other metals prices on operating margin in addition to our annual test performed in the fourth quarter. The impairment test indicated the fair value of the Self Service reporting unit, determined using both market and income approaches, exceeded the reporting unit’s carrying value by approximately 11% and no impairment adjustment was required.
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, 2013
$
1,339,831

 
$
350,453

 
$
—

 
$
1,690,284

Business acquisitions and adjustments to previously recorded goodwill
27,035

 
208,412

 
—

 
235,447

Exchange rate effects
(7,929
)
 
19,642

 
—

 
11,713

Balance as of December 31, 2013
$
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



In 2015 and 2014, we finalized the valuation of certain intangible assets acquired related to our 2014 and 2013 acquisitions, respectively. As these adjustments did not have a material impact on our financial position or results of operations, we recorded these adjustments to goodwill and amortization expense in 2015 and 2014.
The components of other intangibles are as follows (in thousands):
 
December 31, 2015
 
December 31, 2014
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Trade names and trademarks
$
172,219

 
$
(43,458
)
 
$
128,761

 
$
173,340

 
$
(35,538
)
 
$
137,802

Customer and supplier relationships
95,508

 
(41,007
)
 
54,501

 
92,972

 
(26,751
)
 
66,221

Software and other technology related assets
44,500

 
(17,844
)
 
26,656

 
44,640

 
(10,387
)
 
34,253

Covenants not to compete
10,774

 
(5,575
)
 
5,199

 
11,074

 
(3,825
)
 
7,249

 
$
323,001

 
$
(107,884
)
 
$
215,117

 
$
322,026

 
$
(76,501
)
 
$
245,525


During 2015, we recorded $3.6 million of trade names, $4.6 million of customer and supplier relationships, $1.2 million of software and other technology related assets and $0.6 million of covenants not to compete resulting from our 2015 acquisitions and adjustments to certain preliminary intangible asset valuations from our 2014 acquisitions.
During 2014, we recorded $35.5 million of trade names, $65.1 million of customer and supplier relationships, $26.7 million of software and other technology related assets and $1.9 million of covenants not to compete resulting from our 2014 acquisitions and adjustments to certain preliminary intangible asset valuations from our 2013 acquisitions. The trade names, customer relationships, and software and other technology related assets recorded in 2014 included $22.0 million, $30.5 million, and $25.5 million, respectively, related to our acquisition of Keystone Specialty as discussed in Note 8, "Business Combinations." Other intangible assets resulting from our acquisition of Keystone Specialty were not material. We also recognized trade names and customer relationships of $10.1 million and $17.6 million, respectively, related to our 2014 acquisition of a supplier of replacement parts, supplies and accessories for recreational vehicles in our Specialty segment and customer relationships of $12.0 million related to our 2014 acquisition of an automotive core business.
Trade names and trademarks are amortized over a useful life ranging from 4 to 30 years on a straight-line basis. Customer and supplier relationships are amortized over the expected period to be benefited (4 to 20 years) on an accelerated basis. Software and other technology related assets are amortized on a straight-line basis over the expected period to be benefited (three to six years). Covenants not to compete are amortized over the lives of the respective agreements, which range from one to five years, on a straight-line basis. The weighted average amortization period for our intangible assets acquired during 2015 is 11 years. Amortization expense for intangibles was $33.8 million, $34.5 million and $13.8 million during the years ended December 31, 2015, 2014 and 2013, respectively. Estimated amortization expense for each of the five years in the period ending December 31, 2020 is $29.8 million, $27.3 million, $22.9 million, $18.3 million and $12.5 million, respectively.
Impairment of Long-Lived Assets 
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. There were no material adjustments to the carrying value of long-lived assets during the years ended December 31, 2015, 2014 or 2013.
Warranty Reserve 
Warranty Reserve
Some of our salvage mechanical products are sold with a standard six month warranty against defects. Additionally, some of our remanufactured engines are sold with a standard three year warranty against defects. We also provide a limited lifetime warranty for certain of our aftermarket products. We record the estimated warranty costs at the time of sale using historical warranty claim information to project future warranty claims activity. The changes in the warranty reserve are as follows (in thousands):
Balance as of January 1, 2014
$
12,447

Warranty expense
30,370

Warranty claims
(27,936
)
Balance as of December 31, 2014
$
14,881

Warranty expense
33,727

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


Self-Insurance Reserves 
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 $78.4 million and $76.0 million, of which $37.8 million and $36.4 million was classified as current as of December 31, 2015 and 2014, 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. The reserves presented on the Consolidated Balance Sheets are net of claims deposits of $0.6 million at both December 31, 2015 and 2014, respectively. In addition to these claims deposits, we had outstanding letters of credit of $64.9 million and $59.2 million at December 31, 2015 and 2014, 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 
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.
Investment in Unconsolidated Subsidiary 
Investment in Unconsolidated Subsidiary
As of December 31, 2015, the carrying value of our investments in unconsolidated subsidiaries was $10.9 million; of this amount, $8.2 million relates to our investment in ACM Parts which was included within Other Current Assets on the Consolidated Balance Sheet as the investment was classified as held for sale as of year-end. In August 2013, we entered into an agreement with Suncorp Group, a leading general insurance group in Australia and New Zealand, to develop ACM Parts, an alternative vehicle replacement parts business in those countries. We held a 49% interest in the entity and contributed our experience to help establish automotive parts recycling operations and to facilitate the procurement of aftermarket parts; Suncorp Group held a 51% equity interest and supplied salvage vehicles to the venture as well as assisting in establishing relationships with repair shops as customers. We accounted for our interest in this subsidiary using the equity method of accounting, as our investment gave us the ability to exercise significant influence, but not control, over the investee. We divested our interest in ACM Parts in February 2016. Our equity in the net earnings of the investees for the years ended December 31, 2015 and 2014 was not material.
Rental Expense 
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 
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 
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"), which was amended in July 2015. This update outlines a new comprehensive revenue recognition model that supersedes most current revenue recognition guidance, and requires companies to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities adopting the standard have the option of using either a full retrospective or modified retrospective approach in the application of this guidance. ASU 2014-09 will be effective for the Company during the first quarter of our fiscal year 2018. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. We are still evaluating the impact that ASU 2014-09 will have on our consolidated financial statements and related disclosures.
In April 2015, the FASB issued Accounting Standards Update 2015-03, "Interest-Imputation of Interest" ("ASU 2015-03"). This update simplifies the presentation of debt issuance costs on the financial statements by requiring companies to deduct debt issuance costs from the carrying value of their corresponding liability on the balance sheet, rather than presenting debt issuance costs as deferred charges. ASU 2015-03 required that the Company adopt the ASU during the first quarter of our fiscal year 2016; however, early adoption was permitted. Entities must retrospectively apply this guidance within the balance sheet for all periods presented in order to reflect the period-specific effects of this new guidance. We elected to early adopt this guidance during the fourth quarter of 2015. We have disclosed the amounts reclassified for December 31, 2014 in Note 4, "Long-term Obligations" as well as in the table below.
In July 2015, the FASB issued Accounting Standards Update 2015-11, "Simplifying the Measurement of Inventory" ("ASU 2015-11"), which requires entities to measure inventory at the lower of cost or net realizable value. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 will be effective for the Company during the first quarter of our fiscal year 2017 and must be applied on a prospective basis. Early adoption is permitted. We do not anticipate the adoption of this guidance will have a material impact on our financial position, results of operations, or cash flows.
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 will be effective for the Company during the first quarter of our fiscal year 2016 and must be applied on a prospective basis. Early adoption is permitted for financial statements that have not been issued. We do not anticipate that the adoption of this guidance will have a material impact on our financial position, results of operations, or cash flows.
In November 2015 the FASB issued Accounting Standards Update 2015-17, "Balance Sheet Classification of Deferred Taxes" ("ASU 2015-17"), which requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. The new guidance does not change the existing requirement that only permits offsetting within a jurisdiction - that is, companies are still prohibited from offsetting deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction. ASU 2015-17 requires adoption by the Company during the first quarter of our fiscal year 2017 and can be applied prospectively and retrospectively. Early adoption is permitted for financial statements that have not been issued, and we elected to adopt this standard on a retrospective basis for the fourth quarter of 2015.
The reclassification adjustments made to our December 31, 2014 balances to conform with our presentation as of December 31, 2015 for the adoption of ASU 2015-03 and ASU 2015-17 have been presented below (in thousands):
 
December 31, 2014
 
Deferred Income Taxes(1)
 
Other Assets
 
Other Current Liabilities
 
Current Portion of Long-Term Obligations
 
Long-Term Obligations, Excluding Current Portion
 
Deferred Income Taxes
 
 
 
 
 
 
 
 
 
 
 
 
As reported
$
81,744

 
$
91,668

 
$
36,815

 
$
63,515

 
$
1,801,047

 
$
181,662

Adjustment - adoption of ASU 2015-03
—

 
(18,414
)
 
—

 
(1,577
)
 
(16,837
)
 
—

Adjustment - adoption of ASU 2015-17
(81,744
)
 
2,405

 
(4,615
)
 
—

 
—

 
(74,724
)
As adjusted
$
—

 
$
75,659

 
$
32,200

 
$
61,938

 
$
1,784,210

 
$
106,938

(1)As of December 31, 2014, the current portion of deferred tax assets was included as a separate line item within the Consolidated Balance Sheets. With the adoption of ASU 2015-17 in the fourth quarter of 2015, we no longer present the current portion of deferred taxes; all deferred taxes are presented as non-current.
Summary of Significant Accounting Policies (Tables)
Schedule Of Inventory 
Inventory consists of the following (in thousands):
 
December 31,
 
2015
 
2014
Aftermarket and refurbished products
$
1,146,162

 
$
1,022,549

Salvage and remanufactured products
410,390

 
411,298

 
$
1,556,552

 
$
1,433,847

Schedule Of Estimated Useful Lives 
Our estimated useful lives are as follows:
Land improvements
10-20 years
Buildings and improvements
20-40 years
Furniture, fixtures and equipment
3-20 years
Computer equipment and software
3-10 years
Vehicles and trailers
3-10 years
Schedule Of Property And Equipment 
Property and equipment consists of the following (in thousands):
 
December 31,
 
2015
 
2014
Land and improvements
$
118,420

 
$
112,582

Buildings and improvements
183,480

 
173,366

Furniture, fixtures and equipment
379,645

 
337,125

Computer equipment and software
130,363

 
125,888

Vehicles and trailers
101,201

 
87,944

Leasehold improvements
140,732

 
129,309

 
1,053,841

 
966,214

Less—Accumulated depreciation
(437,946
)
 
(374,291
)
Construction in progress
80,672

 
38,064

 
$
696,567

 
$
629,987

Changes In Carrying Amount Of Goodwill 
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, 2013
$
1,339,831

 
$
350,453

 
$
—

 
$
1,690,284

Business acquisitions and adjustments to previously recorded goodwill
27,035

 
208,412

 
—

 
235,447

Exchange rate effects
(7,929
)
 
19,642

 
—

 
11,713

Balance as of December 31, 2013
$
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

Components Of Other Intangibles 
The components of other intangibles are as follows (in thousands):
 
December 31, 2015
 
December 31, 2014
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Trade names and trademarks
$
172,219

 
$
(43,458
)
 
$
128,761

 
$
173,340

 
$
(35,538
)
 
$
137,802

Customer and supplier relationships
95,508

 
(41,007
)
 
54,501

 
92,972

 
(26,751
)
 
66,221

Software and other technology related assets
44,500

 
(17,844
)
 
26,656

 
44,640

 
(10,387
)
 
34,253

Covenants not to compete
10,774

 
(5,575
)
 
5,199

 
11,074

 
(3,825
)
 
7,249

 
$
323,001

 
$
(107,884
)
 
$
215,117

 
$
322,026

 
$
(76,501
)
 
$
245,525

Changes In Warranty Reserve 
The changes in the warranty reserve are as follows (in thousands):
Balance as of January 1, 2014
$
12,447

Warranty expense
30,370

Warranty claims
(27,936
)
Balance as of December 31, 2014
$
14,881

Warranty expense
33,727

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

New Accounting Pronouncement, Early Adoption 
The reclassification adjustments made to our December 31, 2014 balances to conform with our presentation as of December 31, 2015 for the adoption of ASU 2015-03 and ASU 2015-17 have been presented below (in thousands):
 
December 31, 2014
 
Deferred Income Taxes(1)
 
Other Assets
 
Other Current Liabilities
 
Current Portion of Long-Term Obligations
 
Long-Term Obligations, Excluding Current Portion
 
Deferred Income Taxes
 
 
 
 
 
 
 
 
 
 
 
 
As reported
$
81,744

 
$
91,668

 
$
36,815

 
$
63,515

 
$
1,801,047

 
$
181,662

Adjustment - adoption of ASU 2015-03
—

 
(18,414
)
 
—

 
(1,577
)
 
(16,837
)
 
—

Adjustment - adoption of ASU 2015-17
(81,744
)
 
2,405

 
(4,615
)
 
—

 
—

 
(74,724
)
As adjusted
$
—

 
$
75,659

 
$
32,200

 
$
61,938

 
$
1,784,210

 
$
106,938

(1)As of December 31, 2014, the current portion of deferred tax assets was included as a separate line item within the Consolidated Balance Sheets. With the adoption of ASU 2015-17 in the fourth quarter of 2015, we no longer present the current portion of deferred taxes; all deferred taxes are presented as non-current.
Equity Incentive Plans (Tables)
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] 
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, 2013
2,351,362

 
$
14.02

 
 
 
 
Granted
924,312

 
$
22.18

 
 
 
 
Vested
(594,961
)
 
$
15.05

 
 
 
 
Forfeited / Canceled
(122,500
)
 
$
16.25

 
 
 
 
Unvested as of December 31, 2013
2,558,213

 
$
16.63

 
 
 
 
Granted
664,897

 
$
31.82

 
 
 
 
Vested
(975,462
)
 
$
17.01

 
 
 
 
Forfeited / Canceled
(96,416
)
 
$
20.73

 
 
 
 
Unvested as of December 31, 2014
2,151,232

 
$
20.97

 
 
 
 
Granted
926,051

 
$
27.08

 
 
 
 
Vested
(994,130
)
 
$
19.87

 
 
 
 
Forfeited / Canceled
(101,861
)
 
$
24.66

 
 
 
 
Unvested as of December 31, 2015
1,981,292

 
$
24.19

 
 
 
 
Expected to vest after December 31, 2015
1,940,820

 
$
24.13

 
2.3
 
$
57,506

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] 
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, 2013
9,355,070

 
$
6.90

 
 
 
 
Exercised
(2,399,419
)
 
$
6.41

 
 
 
$
46,899

Forfeited / Canceled
(123,320
)
 
$
8.89

 
 
 
 
Balance as of December 31, 2013
6,832,331

 
$
7.04

 
 
 
 
Granted
126,755

 
$
32.31

 
 
 
 
Exercised
(1,687,700
)
 
$
5.52

 
 
 
$
38,373

Forfeited / Canceled
(63,614
)
 
$
16.10

 
 
 
 
Balance as of December 31, 2014
5,207,772

 
$
8.04

 
 
 
 
Exercised
(1,425,075
)
 
$
6.22

 
 
 
$
32,375

Forfeited / Canceled
(16,745
)
 
$
28.12

 
 
 
 
Balance as of December 31, 2015
3,765,952

 
$
8.63

 
2.9
 
$
79,317

Exercisable as of December 31, 2015
3,673,816

 
$
8.04

 
2.9
 
$
79,317

Exercisable as of December 31, 2015 and expected to vest thereafter
3,756,738

 
$
8.58

 
2.9
 
$
79,317

Nonvested Restricted Stock Shares Activity [Table Text Block] 
The following table summarizes activity related to our restricted stock under the Equity Incentive Plan:
 
Number
Outstanding
 
Weighted
Average
Grant Date
Fair Value
Unvested as of January 1, 2013
116,000

 
$
9.47

Vested
(96,000
)
 
$
9.51

Unvested as of December 31, 2013
20,000

 
$
9.30

Vested
(20,000
)
 
$
9.30

Unvested as of December 31, 2014
—

 
$
—

Schedule Of Pre-Tax Stock-Based Compensation Expense 
The components of pre-tax stock-based compensation expense are as follows (in thousands):
 
Year Ended December 31,
 
2015
 
2014
 
2013
RSUs
$
21,058

 
$
18,965

 
$
17,299

Stock options
278

 
2,917

 
4,529

Restricted stock
—

 
139

 
208

Total stock-based compensation expense
$
21,336

 
$
22,021

 
$
22,036

Schedule Of Stock-Based Compensation Expense Included In Statements Of Income 
The following table sets forth the classification of total stock-based compensation expense included in our Consolidated Statements of Income (in thousands):
 
Year Ended December 31,
 
2015
 
2014
 
2013
Cost of goods sold
$
358

 
$
410

 
$
392

Facility and warehouse expenses
2,271

 
2,195

 
2,745

Selling, general and administrative expenses
18,707

 
19,416

 
18,899

 
21,336

 
22,021

 
22,036

Income tax benefit
(8,221
)
 
(8,478
)
 
(8,594
)
Total stock-based compensation expense, net of tax
$
13,115

 
$
13,543

 
$
13,442

Schedule Of Stock-Based Compensation Expense Expected To Be Recognized 
As of December 31, 2015, unrecognized compensation expense related to unvested RSUs and stock options is expected to be recognized as follows (in thousands):
 
RSUs
 
Stock
Options
 
Total
2016
$
13,997

 
$
267

 
$
14,264

2017
8,760

 
7

 
8,767

2018
5,334

 
—

 
5,334

2019
2,754

 
—

 
2,754

2020
30

 
—

 
30

Total unrecognized compensation expense
$
30,875

 
$
274

 
$
31,149

Long-Term Obligations (Tables)
Schedule Of Long-Term Obligations 
Long-Term Obligations consist of the following (in thousands):
 
December 31,
 
2015
 
2014
Senior secured credit agreement:
 
 
 
Term loans payable
$
410,625

 
$
433,125

Revolving credit facilities
480,481

 
663,912

Senior notes
600,000

 
600,000

Receivables securitization facility
63,000

 
94,900

Notes payable through October 2025 at weighted average interest rates of 2.2% and 1.0%, respectively
16,104

 
45,891

Other long-term debt at weighted average interest rates of 2.4% and 3.1%, respectively
29,485

 
26,734

Total debt
1,599,695

 
1,864,562

Less: long-term debt issuance costs
(13,533
)
 
(16,837
)
Less: current debt issuance costs
(1,460
)
 
(1,577
)
Total debt, net of debt issuance costs
1,584,702

 
1,846,148

Less: current maturities, net of debt issuance costs
(56,034
)
 
(61,938
)
Long term debt, net of debt issuance costs
$
1,528,668

 
$
1,784,210

Schedule Of Maturities Of Long-Term Obligations 
The scheduled maturities of long-term obligations outstanding at December 31, 2015 are as follows (in thousands):
2016
$
57,494

2017
89,036

2018
22,907

2019
824,572

2020
225

Thereafter
605,461

 
$
1,599,695

The total debt amounts presented above exclude debt issuance costs totaling $15 million as of December 31, 2015.
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, 2015 and 2014 (in thousands):
 
 
Notional Amount
 
Fair Value at December 31, 2015 (USD)
 
Fair Value at December 31, 2014 (USD)
 
 
December 31, 2015
 
December 31, 2014
 
Other Accrued Expenses
 
Other Noncurrent Liabilities
 
Other Accrued Expenses
 
Other Noncurrent Liabilities
Interest rate swap agreements
 
 
 
 
 
 
 
 
USD denominated
 
$
170,000

 
$
420,000

 
$
858

 
$
—

 
$
2,691

 
$
1,615

GBP denominated
 
£
50,000

 
£
50,000

 
465

 
—

 
—

 
893

CAD denominated
 
C$
25,000

 
C$
25,000

 
24

 
—

 
—

 
19

Total cash flow hedges
 
$
1,347


$
—

 
$
2,691

 
$
2,527


Fair Value Measurements (Tables)
Significant Unobservable Inputs Used In Fair Value Measurements 
The significant unobservable inputs used in the fair value measurements of our Level 3 contingent consideration liabilities were as follows:
 
December 31,
 
2015
 
2014
Unobservable Input
(Weighted Average)
Probability of achieving payout targets
76.2
%
 
79.1
%
Discount rate
7.5
%
 
7.5
%
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, 2015 and 2014 (in thousands):
 
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

 
Balance as of December 31, 2014
 
Fair Value Measurements as of December 31, 2014
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
Cash surrender value of life insurance
$
28,242

 
$
—

 
$
28,242

 
$
—

Total Assets
$
28,242

 
$
—

 
$
28,242

 
$
—

Liabilities:
 
 
 
 
 
 
 
Contingent consideration liabilities
$
7,295

 
$
—

 
$
—

 
$
7,295

Deferred compensation liabilities
27,580

 
—

 
27,580

 
—

Interest rate swaps
5,218

 
—

 
5,218

 
—

Total Liabilities
$
40,093

 
$
—

 
$
32,798

 
$
7,295

Changes In Fair Value Of Contingent Consideration Obligations 
Changes in the fair value of our contingent consideration obligations are as follows (in thousands):
Balance as of January 1, 2014
$
55,653

Contingent consideration liabilities recorded for business acquisitions
5,854

Payments
(52,363
)
Decrease in fair value included in earnings
(1,851
)
Exchange rate effects
2

Balance as of December 31, 2014
$
7,295

Contingent consideration liabilities recorded for business acquisitions
—

Payments
(2,815
)
Increase in fair value included in earnings
454

Exchange rate effects
(350
)
Balance as of December 31, 2015
$
4,584

Commitments and Contingencies (Tables)
Future Minimum Lease Commitments
The future minimum lease commitments under these leases at December 31, 2015 are as follows (in thousands):
Years ending December 31:
 
2016
$
155,104

2017
134,774

2018
113,440

2019
91,927

2020
75,084

Thereafter
286,127

Future Minimum Lease Payments
$
856,456

Business Combinations (Tables)
Purchase Price Allocations For Acquisitions 
The purchase price allocations for the acquisitions completed during 2015 and 2014 are as follows (in thousands):
 
 
Year Ended
 
Year Ended
 
December 31, 2015
 
December 31, 2014
 
All Acquisitions
 
Keystone
Specialty
 
Other Acquisitions
 
Total
Receivables
$
29,628

 
$
48,473

 
$
75,330

 
$
123,803

Receivable reserves
(3,926
)
 
(7,748
)
 
(7,383
)
 
(15,131
)
Inventory
79,646

 
150,696

 
123,815

 
274,511

Income taxes receivable
—

 
14,096

 
—

 
14,096

Prepaid expenses and other current assets
3,337

 
8,085

 
4,050

 
12,135

Property and equipment
11,989

 
38,080

 
27,026

 
65,106

Goodwill
92,175

 
237,729

 
177,974

 
415,703

Other intangibles
9,926

 
78,110

 
51,135

 
129,245

Other assets
5,166

 
6,159

 
2,793

 
8,952

Deferred income taxes
4,102

 
(26,591
)
 
313

 
(26,278
)
Current liabilities assumed
(39,191
)
 
(63,513
)
 
(52,961
)
 
(116,474
)
Debt assumed
(2,365
)
 
—

 
(32,441
)
 
(32,441
)
Other noncurrent liabilities assumed
(2,651
)
 
(11,675
)
 
(10,573
)
 
(22,248
)
Contingent consideration liabilities
—

 
—

 
(5,854
)
 
(5,854
)
Other purchase price obligations
(21,199
)
 
(13,351
)
 
(333
)
 
(13,684
)
Notes issued
(4,296
)
 
(31,500
)
 
(13,535
)
 
(45,035
)
Settlement of pre-existing balances
(1,073
)
 
—

 
(5,052
)
 
(5,052
)
Cash used in acquisitions, net of cash acquired
$
161,268

 
$
427,050

 
$
334,304

 
$
761,354

Pro Forma Effect Of Businesses Acquired 
The following pro forma summary presents the effect of the businesses acquired during the year ended December 31, 2015 as though the businesses had been acquired as of January 1, 2014, the businesses acquired during the year ended December 31, 2014 as though they had been acquired as of January 1, 2013 and the businesses acquired during the year ended December 31, 2013 as though they had been acquired as of January 1, 2012. The pro forma adjustments are based upon unaudited financial information of the acquired entities (in thousands, except per share data):
 
Year Ended December 31,
 
2015
 
2014
 
2013
Revenue, as reported
$
7,192,633

 
$
6,740,064

 
$
5,062,528

Revenue of purchased businesses for the period prior to acquisition:
 
 
 
 
 
Keystone Specialty
—

 
3,443

 
696,960

Sator
—

 
—

 
126,309

Other acquisitions
213,630

 
676,965

 
695,596

Pro forma revenue
$
7,406,263

 
$
7,420,472

 
$
6,581,393

 
 
 
 
 
 
Net income, as reported
$
423,223

 
$
381,519

 
$
311,623

Net income of purchased businesses for the period prior to acquisition, and pro forma purchase accounting adjustments:
 
 
 
 
 
Keystone Specialty
—

 
637

 
40,460

Sator
—

 
—

 
5,712

Other acquisitions
6,005

 
20,550

 
19,367

Pro forma net income
$
429,228

 
$
402,706

 
$
377,162

 
 
 
 
 
 
Earnings per share-basic, as reported
$
1.39

 
$
1.26

 
$
1.04

Effect of purchased businesses for the period prior to acquisition:
 
 
 
 
 
Keystone Specialty
—

 
0.00

 
0.14

Sator
—

 
—

 
0.02

Other acquisitions
0.02

 
0.07

 
0.06

Pro forma earnings per share-basic (1) 
$
1.41

 
$
1.33

 
$
1.26

 
 
 
 
 
 
Earnings per share-diluted, as reported
$
1.38

 
$
1.25

 
$
1.02

Effect of purchased businesses for the period prior to acquisition:
 
 
 
 
 
Keystone Specialty
—

 
0.00

 
0.13

Sator
—

 
—

 
0.02

Other acquisitions
0.02

 
0.07

 
0.06

Pro forma earnings per share-diluted (1) 
$
1.40

 
$
1.31

 
$
1.24


(1) The sum of the individual earnings per share amounts may not equal the total due to rounding.
Earnings Per Share (Tables)
Computation Of Earnings Per Share 
The following chart sets forth the computation of earnings per share (in thousands, except per share amounts):
 
Year Ended December 31,
 
2015
 
2014
 
2013
Net Income
$
423,223

 
$
381,519

 
$
311,623

Denominator for basic earnings per share—Weighted-average shares outstanding
304,722

 
302,343

 
299,574

Effect of dilutive securities:
 
 
 
 
 
RSUs
667

 
791

 
845

Stock options
2,107

 
2,905

 
3,696

Restricted stock
—

 
6

 
16

Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding
307,496

 
306,045

 
304,131

Earnings per share, basic
$
1.39

 
$
1.26

 
$
1.04

Earnings per share, diluted
$
1.38

 
$
1.25

 
$
1.02

Schedule Of Antidilutive Securities Excluded From Computation Of Diluted Earnings Per Share 
The following table sets forth the number of employee stock-based compensation awards outstanding but not included in the computation of diluted earnings per share because their effect would have been antidilutive (in thousands):
 
Year Ended December 31,
 
2015
 
2014
 
2013
Antidilutive securities:
 
 
 
 
 
RSUs
230

 
289

 
—

Stock options
96

 
116

 
—

Income Taxes Income Taxes (Tables)
Schedule Of Components Of Income Tax Expense (Benefit) 
The provision for income taxes consists of the following components (in thousands):
 
Year Ended December 31,
 
2015
 
2014
 
2013
Current:
 
 
 
 
 
Federal
$
138,432

 
$
144,924

 
$
115,150

State
25,952

 
24,052

 
20,869

Foreign
32,931

 
29,046

 
23,906

 
$
197,315

 
$
198,022

 
$
159,925

Deferred:
 
 
 
 
 
Federal
$
22,233

 
$
9,321

 
$
6,225

State
1,212

 
(179
)
 
(550
)
Foreign
(1,057
)
 
(2,900
)
 
(1,396
)
 
$
22,388

 
$
6,242

 
$
4,279

Provision for income taxes
$
219,703

 
$
204,264

 
$
164,204

Schedule Of Income Before Income Tax, Domestic and Foreign 
Income taxes have been based on the following components of income before provision for income taxes (in thousands):
 
Year Ended December 31,
 
2015
 
2014
 
2013
Domestic
$
478,819

 
$
460,637

 
$
361,283

Foreign
170,211

 
127,251

 
114,544

 
$
649,030

 
$
587,888

 
$
475,827

Schedule Of Effective Income Tax Rate Reconciliation 
The U.S. federal statutory rate is reconciled to the effective tax rate as follows:
 
Year Ended December 31,
 
2015
 
2014
 
2013
U.S. federal statutory rate
35.0
 %
 
35.0
 %
 
35.0
 %
State income taxes, net of state credits and federal tax impact
2.9
 %
 
2.8
 %
 
2.9
 %
Impact of international operations
(4.1
)%
 
(3.6
)%
 
(3.7
)%
Non-deductible expenses
0.8
 %
 
0.5
 %
 
0.9
 %
Federal production incentives and credits
(0.2
)%
 
(0.2
)%
 
(0.3
)%
Other, net
(0.5
)%
 
0.2
 %
 
(0.3
)%
Effective tax rate
33.9
 %
 
34.7
 %
 
34.5
 %

Schedule Of Deferred Tax Assets and Liabilities 
The significant components of our deferred tax assets and liabilities are as follows (in thousands):
 
December 31,
 
2015
 
2014
Deferred Tax Assets:
 
 
 
Inventory
$
27,184

 
$
33,452

Accrued expenses and reserves
46,837

 
40,349

Accounts receivable
13,971

 
12,894

Stock-based compensation
11,096

 
11,978

Qualified and nonqualified retirement plans
14,130

 
14,049

Net operating loss carryforwards
8,946

 
6,744

Tax credit carryforwards
3,189

 
4,424

Other
5,023

 
8,275

 
130,376

 
132,165

Less valuation allowance
(3,880
)
 
(5,239
)
Total deferred tax assets
$
126,496

 
$
126,926

Deferred Tax Liabilities:
 
 
 
Goodwill and other intangible assets
$
141,442

 
$
121,728

Property and equipment
67,065

 
60,215

Trade name
36,532

 
43,325

Other
5,342

 
5,988

Total deferred tax liabilities
$
250,381

 
$
231,256

Net deferred tax liability
$
(123,885
)
 
$
(104,330
)
Schedule Of Deferred Tax Assets And Liabilities Classification 
Deferred tax assets and liabilities are reflected on our Consolidated Balance Sheets as follows (in thousands):
 
December 31,
 
2015
 
2014
Noncurrent deferred tax assets
$
3,354

 
$
2,608

Noncurrent deferred tax liabilities
127,239

 
106,938

Schedule Of Unrecognized Tax Benefits Rollforward 
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands):
 
2015
 
2014
 
2013
Balance at January 1
$
2,630

 
$
1,445

 
$
1,693

Additions for acquired tax positions
80

 
2,322

 
—

Additions based on tax positions related to the current year
302

 
302

 
302

Reductions for tax positions of prior years
(743
)
 
—

 
—

Lapse of statutes of limitations
(119
)
 
(134
)
 
(550
)
Settlements with taxing authorities
—

 
(1,182
)
 
—

Currency exchange rate fluctuations
123

 
(123
)
 
—

Balance at December 31
$
2,273

 
$
2,630

 
$
1,445

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 Plan
 
Accumulated
Other
Comprehensive
(Loss) Income
Balance at January 1, 2013
 
$
10,850

 
$
(10,091
)
 
$
—

 
$
759

Pretax income (loss)
 
14,056

 
(21,250
)
 
935

 
(6,259
)
Income tax effect
 
—

 
7,984

 
(234
)
 
7,750

Reclassification of unrealized loss
 
—

 
27,481

 
—

 
27,481

Reclassification of deferred income taxes
 
—

 
(10,011
)
 
—

 
(10,011
)
Hedge ineffectiveness
 
—

 
460

 
—

 
460

Income tax effect
 
—

 
(169
)
 
—

 
(169
)
Balance at December 31, 2013
 
$
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
)
Segment and Geographic Information (Tables)
Schedule Of Financial Performance By Reportable Segment 

 
North America
 
Europe
 
Specialty
 
Eliminations
 
Consolidated
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

Year Ended December 31, 2013
 
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
 
Third Party
$
3,802,929

 
$
1,259,599

 
$
—

 
$
—

 
$
5,062,528

Intersegment
—

 
—

 
—

 
—

 
—

Total segment revenue
$
3,802,929

 
$
1,259,599

 
$
—

 
$
—

 
$
5,062,528

Segment EBITDA
$
486,831

 
$
141,756

 
$
—

 
$
—

 
$
628,587

Depreciation and amortization (1)
65,606

 
20,857

 
—

 
—

 
86,463

Reconciliation Of Earnings Before Interest Taxes Depreciation And Amortization To Net Income Table [Text Block] 
The table below provides a reconciliation from Segment EBITDA to Net Income (in thousands):
 
Year Ended December 31,
 
2015
 
2014
 
2013
Segment EBITDA
$
854,529

 
$
790,551

 
$
628,587

Deduct:
 
 
 
 
 
Restructuring and acquisition related expenses(1)
19,511

 
14,806

 
10,173

Change in fair value of contingent consideration liabilities (2)
454

 
(1,851
)
 
2,504

Add:
 
 
 
 
 
Equity in earnings of unconsolidated subsidiaries
(6,104
)
 
(2,105
)
 
—

EBITDA
828,460

 
775,491

 
615,910

Depreciation and amortization - cost of goods sold
6,072

 
4,718

 
5,494

Depreciation and amortization
122,120

 
120,719

 
80,969

Interest expense, net
57,342

 
63,947

 
50,825

Loss on debt extinguishment
—

 
324

 
2,795

Provision for income taxes
219,703

 
204,264

 
164,204

Net income
$
423,223

 
$
381,519

 
$
311,623



(1) See Note 9, "Restructuring and Acquisition Related Expenses," for further information.
(2) See Note 6, "Fair Value Measurements," for further information on our contingent consideration liabilities.
Schedule Of Capital Expenditures By Reportable Segment 
The following table presents capital expenditures by reportable segment (in thousands):
 
Year Ended December 31,
 
2015
 
2014
 
2013
Capital Expenditures
 
 
 
 
 
North America
$
72,048

 
$
86,172

 
$
66,288

Europe
79,072

 
44,896

 
23,898

Specialty
19,370

 
9,882

 
—

 
$
170,490

 
$
140,950

 
$
90,186

Schedule Of Assets By Reportable Segment 
The following table presents assets by reportable segment (in thousands):
 
December 31,
 
2015
 
2014
 
2013
Receivables, net
 
 
 
 
 
North America
$
314,743

 
$
322,713

 
$
277,395

Europe
215,710

 
227,987

 
180,699

Specialty
59,707

 
50,722

 
—

Total receivables, net
590,160

 
601,422

 
458,094

Inventory
 
 
 
 
 
North America
847,787

 
826,429

 
748,167

Europe
427,323

 
402,488

 
328,785

Specialty
281,442

 
204,930

 
—

Total inventory
1,556,552

 
1,433,847

 
1,076,952

Property and Equipment, net
 
 
 
 
 
North America
467,961

 
456,288

 
447,528

Europe
175,455

 
128,309

 
99,123

Specialty
53,151

 
45,390

 
—

Total property and equipment, net
696,567

 
629,987

 
546,651

Other unallocated assets (1)
2,804,558

 
2,810,483

 
2,356,361

Total assets (1)
$
5,647,837

 
$
5,475,739

 
$
4,438,058

Schedule Of Revenue By Geographic Area 
The following table sets forth our revenue by geographic area (in thousands):
 
Year Ended December 31,
 
2015
 
2014
 
2013
Revenue
 
 
 
 
 
United States
$
4,831,875

 
$
4,499,743

 
$
3,544,360

United Kingdom
1,382,432

 
1,321,786

 
981,585

Other countries
978,326

 
918,535

 
536,583

 
$
7,192,633

 
$
6,740,064

 
$
5,062,528

Schedule Of Tangible Long-Lived Assets By Geographic Area 
The following table sets forth our tangible long-lived assets by geographic area (in thousands):
 
December 31,
 
2015
 
2014
Long-lived Assets
 
 
 
United States
$
493,300

 
$
469,450

United Kingdom
138,546

 
92,813

Other countries
64,721

 
67,724

 
$
696,567

 
$
629,987

Schedule Of Revenue By Product Category 
The following table sets forth our revenue by product category (in thousands):
 
Year Ended December 31,
 
2015
 
2014
 
2013
Aftermarket, other new and refurbished products
$
5,116,373

 
$
4,613,454

 
$
3,034,599

Recycled, remanufactured and related products and services
1,597,578

 
1,473,305

 
1,394,981

Other
478,682

 
653,305

 
632,948

 
$
7,192,633

 
$
6,740,064

 
$
5,062,528

Condensed Consolidating Financial Information (Tables)
Consolidated Condensed Balance Sheets 
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
)
 
—

Inventory
—

 
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
)
 
—

Other Assets
35,649

 
28,184

 
18,218

 
(5,856
)
 
76,195

Total Assets
$
4,156,415

 
$
3,985,750

 
$
1,959,677

 
$
(4,454,005
)
 
$
5,647,837

Liabilities and Stockholders’ Equity
 
 
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
681

 
$
229,519

 
$
185,388

 
$
—

 
$
415,588

Intercompany payables, net
—

 
13,544

 
3

 
(13,547
)
 
—

Accrued expenses:
 
 
 
 
 
 
 
 
 
Accrued payroll-related liabilities
4,395

 
48,698

 
33,434

 
—

 
86,527

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 Balance Sheets
(In thousands)
 
December 31, 2014
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
 
 
Cash and equivalents
$
14,930

 
$
32,103

 
$
67,572

 
$
—

 
$
114,605

Receivables, net
145

 
217,542

 
383,735

 
—

 
601,422

Intercompany receivables, net
1,360

 
—

 
8,048

 
(9,408
)
 
—

Inventory
—

 
964,477

 
469,370

 
—

 
1,433,847

Prepaid expenses and other current assets
20,640

 
36,553

 
28,606

 
—

 
85,799

Total Current Assets
37,075

 
1,250,675

 
957,331

 
(9,408
)
 
2,235,673

Property and Equipment, net
494

 
470,791

 
158,702

 
—

 
629,987

Intangible Assets:
 
 
 
 
 
 
 
 
 
Goodwill
—

 
1,563,796

 
725,099

 
—

 
2,288,895

Other intangibles, net
—

 
155,819

 
89,706

 
—

 
245,525

Investment in Subsidiaries
3,216,039

 
279,967

 
—

 
(3,496,006
)
 
—

Intercompany Notes Receivable
667,949

 
23,449

 
—

 
(691,398
)
 
—

Other Assets
35,380

 
24,457

 
22,960

 
(7,138
)
 
75,659

Total Assets
$
3,956,937

 
$
3,768,954

 
$
1,953,798

 
$
(4,203,950
)
 
$
5,475,739

Liabilities and Stockholders’ Equity
 
 
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
682

 
$
182,607

 
$
216,913

 
$
—

 
$
400,202

Intercompany payables, net
—

 
8,048

 
1,360

 
(9,408
)
 
—

Accrued expenses:
 
 
 
 
 
 
 
 
 
Accrued payroll-related liabilities
8,075

 
48,850

 
29,091

 
—

 
86,016

Self-Insurance reserves
—

 
36,173

 
196

 
—

 
36,369

Other accrued expenses
8,061

 
47,684

 
72,034

 
—

 
127,779

Other current liabilities
283

 
16,197

 
15,720

 
—

 
32,200

Current portion of long-term obligations
53,595

 
4,599

 
3,744

 
—

 
61,938

Total Current Liabilities
70,696

 
344,158

 
339,058

 
(9,408
)
 
744,504

Long-Term Obligations, Excluding Current Portion
1,133,916

 
6,561

 
643,733

 
—

 
1,784,210

Intercompany Notes Payable
—

 
649,824

 
41,574

 
(691,398
)
 
—

Deferred Income Taxes
—

 
93,877

 
20,199

 
(7,138
)
 
106,938

Other Noncurrent Liabilities
31,668

 
60,213

 
27,549

 
—

 
119,430

Stockholders’ Equity
2,720,657

 
2,614,321

 
881,685

 
(3,496,006
)
 
2,720,657

Total Liabilities and Stockholders’ Equity
$
3,956,937

 
$
3,768,954

 
$
1,953,798

 
$
(4,203,950
)
 
$
5,475,739

Consolidated Condensed Statements of Income 
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

 
—

 
—

Change in fair value of contingent consideration liabilities
—

 
230

 
224

 
—

 
454

Interest and other expense (income), net
99

 
(7,644
)
 
4,828

 
—

 
(2,717
)
Total other expense, net
5,821

 
22,199

 
27,577

 
—

 
55,597

(Loss) income 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 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

Change in fair value of contingent consideration liabilities
—

 
(2,081
)
 
230

 
—

 
(1,851
)
Interest and other expense (income), net
230

 
(6,278
)
 
5,013

 
—

 
(1,035
)
Total other expense, net
2,634

 
16,141

 
43,205

 
—

 
61,980

(Loss) income 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 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 Income
(In thousands)
 
Year Ended December 31, 2013
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Revenue
$
—

 
$
3,576,269

 
$
1,598,832

 
$
(112,573
)
 
$
5,062,528

Cost of goods sold
—

 
2,100,804

 
998,895

 
(112,573
)
 
2,987,126

Gross margin
—

 
1,475,465

 
599,937

 
—

 
2,075,402

Facility and warehouse expenses
—

 
323,042

 
102,039

 
—

 
425,081

Distribution expenses
—

 
297,908

 
134,039

 
—

 
431,947

Selling, general and administrative expenses
26,778

 
377,481

 
192,793

 
—

 
597,052

Restructuring and acquisition related expenses
—

 
1,406

 
8,767

 
—

 
10,173

Depreciation and amortization
250

 
55,802

 
24,917

 
—

 
80,969

Operating (loss) income
(27,028
)
 
419,826

 
137,382

 
—

 
530,180

Other expense (income):
 
 
 
 
 
 
 
 
 
Interest expense
42,442

 
640

 
8,102

 
—

 
51,184

Intercompany interest (income) expense, net
(45,459
)
 
21,978

 
23,481

 
—

 
—

Loss on debt extinguishment
2,795

 
—

 
—

 
—

 
2,795

Change in fair value of contingent consideration liabilities
—

 
(744
)
 
3,248

 
—

 
2,504

Interest and other expense (income), net
252

 
(2,858
)
 
476

 
—

 
(2,130
)
Total other expense, net
30

 
19,016

 
35,307

 
—

 
54,353

(Loss) income before (benefit) provision for income taxes
(27,058
)
 
400,810

 
102,075

 
—

 
475,827

(Benefit) provision for income taxes
(7,193
)
 
151,369

 
20,028

 
—

 
164,204

Equity in earnings of subsidiaries
331,488

 
22,050

 
—

 
(353,538
)
 
—

Net income
$
311,623

 
$
271,491

 
$
82,047

 
$
(353,538
)
 
$
311,623

Consolidated Condensed Statements of Comprehensive Income (Loss) 
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 plan, 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 gains/losses on pension plan, 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 Comprehensive Income
(In thousands)
 
Year Ended December 31, 2013
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Net income
$
311,623

 
$
271,491

 
$
82,047

 
$
(353,538
)
 
$
311,623

Other comprehensive income:
 
 
 
 
 
 
 
 
 
Foreign currency translation
14,056

 
7,168

 
15,495

 
(22,663
)
 
14,056

Net change in unrecognized gains/losses on derivative instruments, net of tax
4,495

 
—

 
1,322

 
(1,322
)
 
4,495

Net change in unrealized gain on pension plan, net of tax
701

 
—

 
701

 
(701
)
 
701

Total other comprehensive income
19,252

 
7,168

 
17,518

 
(24,686
)
 
19,252

Total comprehensive income
$
330,875


$
278,659

 
$
99,565


$
(378,224
)

$
330,875

Consolidated Condensed Statements of Cash Flows 
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
$
248,367

 
$
393,422

 
$
136,361

 
$
(248,313
)
 
$
529,837

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

Excess tax benefit from stock-based payments
14,445

 
—

 
—

 
—

 
14,445

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
(178,968
)
 
(212,756
)
 
(13,969
)
 
181,601

 
(224,092
)
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
$
271,221

 
$
427,249

 
$
(53,348
)
 
$
(274,225
)
 
$
370,897

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

Excess tax benefit from stock-based payments
17,814

 
—

 
—

 
—

 
17,814

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
142,834

 
311,725

 
267,834

 
(203,390
)
 
519,003

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


LKQ CORPORATION AND SUBSIDIARIES
Condensed Consolidating Statements of Cash Flows
(In thousands)
 
Year Ended December 31, 2013
 
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
$
160,620

 
$
260,567

 
$
126,681

 
$
(119,812
)
 
$
428,056

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Purchases of property and equipment
—

 
(57,219
)
 
(32,967
)
 
—

 
(90,186
)
Investment and intercompany note activity with subsidiaries
(434,172
)
 
(84,894
)
 
—

 
519,066

 
—

Acquisitions, net of cash acquired
—

 
(33,436
)
 
(374,948
)
 
—

 
(408,384
)
Other investing activities, net
—

 
1,191

 
(8,227
)
 
—

 
(7,036
)
Net cash used in investing activities
(434,172
)
 
(174,358
)
 
(416,142
)
 
519,066

 
(505,606
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Proceeds from exercise of stock options
15,392

 
—

 
—

 
—

 
15,392

Excess tax benefit from stock-based payments
18,348

 
—

 
—

 
—

 
18,348

Debt issuance costs
(16,858
)
 
—

 
(82
)
 
—

 
(16,940
)
Proceeds from issuance of senior notes
600,000

 
—

 
—

 
—

 
600,000

Borrowings under revolving credit facilities
315,000

 
—

 
122,023

 
—

 
437,023

Repayments under revolving credit facilities
(616,000
)
 
—

 
(132,086
)
 
—

 
(748,086
)
Borrowings under term loans
35,000

 
—

 
—

 
—

 
35,000

Repayments under term loans
(16,875
)
 
—

 
—

 
—

 
(16,875
)
Borrowings under receivables securitization facility
—

 
—

 
41,500

 
—

 
41,500

Repayments under receivables securitization facility
—

 
—

 
(121,500
)
 
—

 
(121,500
)
Repayments of other debt, net
(925
)
 
(8,930
)
 
(35,207
)
 
—

 
(45,062
)
Payments of other obligations
—

 
(473
)
 
(32,386
)
 
—

 
(32,859
)
Investment and intercompany note activity with parent
—

 
38,446

 
480,620

 
(519,066
)
 
—

Dividends
—

 
(119,812
)
 
—

 
119,812

 
—

Net cash provided by (used in) financing activities
333,082

 
(90,769
)
 
322,882

 
(399,254
)
 
165,941

Effect of exchange rate changes on cash and equivalents
—

 
—

 
2,327

 
—

 
2,327

Net increase (decrease) in cash and equivalents
59,530

 
(4,560
)
 
35,748

 
—

 
90,718

Cash and equivalents, beginning of period
18,396

 
18,253

 
23,121

 
—

 
59,770

Cash and equivalents, end of period
$
77,926

 
$
13,693

 
$
58,869

 
$
—

 
$
150,488



Business Business - Additional Information (Details)
Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
 
Number of facilities (rounded)
790 
Summary of Significant Accounting Policies - Additional Information (Details) (USD $)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Finite-Lived Intangible Assets
 
 
 
Reserve for estimated returns, discounts and allowances
$ (32,800,000)
$ (31,300,000)
 
Reserve for uncollectible accounts
24,600,000 
19,400,000 
 
Depreciation
94,400,000 
90,900,000 
72,700,000 
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life
11 years 
 
 
Amortization expense
33,800,000 
34,500,000 
13,800,000 
Estimated annual amortization expense in year one
29,800,000 
 
 
Estimated annual amortization expense in year two
27,300,000 
 
 
Estimated annual amortization expense in year three
22,900,000 
 
 
Estimated annual amortization expense in year four
18,300,000 
 
 
Estimated annual amortization expense in year five
12,500,000 
 
 
Self-insurance reserve, total
78,400,000 
76,000,000 
 
Self-insurance reserve, current
37,800,000 
36,400,000 
 
Claims deposits
600,000 
600,000 
 
Percentage threshold to measure tax benefit
50.00% 
 
 
Investment in unconsolidated subsidiary
10,900,000 
 
 
Self-insurance
 
 
 
Finite-Lived Intangible Assets
 
 
 
Outstanding letters of credit
64,900,000 
59,200,000 
 
Aftermarket and refurbished products
 
 
 
Finite-Lived Intangible Assets
 
 
 
Inventory
73,400,000 
 
 
Salvage and remanufactured products
 
 
 
Finite-Lived Intangible Assets
 
 
 
Inventory
6,300,000 
 
 
Salvage Mechanical Products
 
 
 
Finite-Lived Intangible Assets
 
 
 
Standard warranty period
6 months 
 
 
Remanufactured Engines
 
 
 
Finite-Lived Intangible Assets
 
 
 
Standard warranty period
3 years 
 
 
Keystone Specialty
 
 
 
Finite-Lived Intangible Assets
 
 
 
Inventory
 
150,696,000 
 
Intangible assets recognized
 
78,110,000 
 
Trade names and trademarks
 
 
 
Finite-Lived Intangible Assets
 
 
 
Intangible assets recognized
3,600,000 
35,500,000 
 
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 
 
 
Trade names and trademarks |
Keystone Specialty
 
 
 
Finite-Lived Intangible Assets
 
 
 
Intangible assets recognized
 
22,000,000 
 
Trade names and trademarks |
2014 Specialty Acquisition of RV Parts Supplier
 
 
 
Finite-Lived Intangible Assets
 
 
 
Intangible assets recognized
 
10,100,000 
 
Software and technology related assets
 
 
 
Finite-Lived Intangible Assets
 
 
 
Intangible assets recognized
1,200,000 
26,700,000 
 
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 
 
 
Software and technology related assets |
Keystone Specialty
 
 
 
Finite-Lived Intangible Assets
 
 
 
Intangible assets recognized
 
25,500,000 
 
Customer and supplier relationships
 
 
 
Finite-Lived Intangible Assets
 
 
 
Intangible assets recognized
4,600,000 
65,100,000 
 
Customer and supplier relationships |
Minimum
 
 
 
Finite-Lived Intangible Assets
 
 
 
Useful life, years
4 years 
 
 
Customer and supplier relationships |
Maximum
 
 
 
Finite-Lived Intangible Assets
 
 
 
Useful life, years
20 years 
 
 
Customer and supplier relationships |
Keystone Specialty
 
 
 
Finite-Lived Intangible Assets
 
 
 
Intangible assets recognized
 
30,500,000 
 
Customer and supplier relationships |
2014 Specialty Acquisition of RV Parts Supplier
 
 
 
Finite-Lived Intangible Assets
 
 
 
Intangible assets recognized
 
17,600,000 
 
Customer and supplier relationships |
Automotive Core
 
 
 
Finite-Lived Intangible Assets
 
 
 
Intangible assets recognized
 
12,000,000 
 
Covenants not to compete
 
 
 
Finite-Lived Intangible Assets
 
 
 
Intangible assets recognized
600,000 
1,900,000 
 
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 
 
 
ACM Parts
 
 
 
Finite-Lived Intangible Assets
 
 
 
Investment in unconsolidated subsidiary, ownership percentage
49.00% 
 
 
Equity method investment, ownership percentage of other investors
51.00% 
 
 
Assets Held-for-sale, Not Part of Disposal Group, Current
$ 8,200,000 
 
 
Self Service Segment
 
 
 
Finite-Lived Intangible Assets
 
 
 
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount
0.00% 
 
 
Summary of Significant Accounting Policies Schedule of Inventory (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Product Information
 
 
 
Inventory
$ 1,556,552 
$ 1,433,847 
$ 1,076,952 
Aftermarket and refurbished products
 
 
 
Product Information
 
 
 
Inventory
1,146,162 
1,022,549 
 
Salvage and remanufactured products
 
 
 
Product Information
 
 
 
Inventory
$ 410,390 
$ 411,298 
 
Summary of Significant Accounting Policies Schedule of Estimated Useful Lives (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2015
Land improvements
Minimum
Dec. 31, 2015
Land improvements
Maximum
Dec. 31, 2015
Buildings and improvements
Minimum
Dec. 31, 2015
Buildings and improvements
Maximum
Dec. 31, 2015
Furniture, fixtures and equipment
Minimum
Dec. 31, 2015
Furniture, fixtures and equipment
Maximum
Dec. 31, 2015
Computer equipment and software
Minimum
Dec. 31, 2015
Computer equipment and software
Maximum
Dec. 31, 2015
Vehicles and trailers
Minimum
Dec. 31, 2015
Vehicles and trailers
Maximum
Property, Plant and Equipment
 
 
 
 
 
 
 
 
 
 
 
 
Estimated useful life
 
 
10 years 
20 years 
20 years 
40 years 
3 years 
20 years 
3 years 
10 years 
3 years 
10 years 
Claims deposits
$ 0.6 
$ 0.6 
 
 
 
 
 
 
 
 
 
 
Summary of Significant Accounting Policies Schedule of Property and Equipment (Details) (USD $)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Property, Plant and Equipment
 
 
 
Property and equipment excluding construction in progress, gross
$ 1,053,841,000 
$ 966,214,000 
 
Less—Accumulated depreciation
(437,946,000)
(374,291,000)
 
Construction in progress
80,672,000 
38,064,000 
 
Property, Plant and Equipment, Net
696,567,000 
629,987,000 
546,651,000 
Depreciation
94,400,000 
90,900,000 
72,700,000 
Land and improvements
 
 
 
Property, Plant and Equipment
 
 
 
Property and equipment excluding construction in progress, gross
118,420,000 
112,582,000 
 
Buildings and improvements
 
 
 
Property, Plant and Equipment
 
 
 
Property and equipment excluding construction in progress, gross
183,480,000 
173,366,000 
 
Furniture, fixtures and equipment
 
 
 
Property, Plant and Equipment
 
 
 
Property and equipment excluding construction in progress, gross
379,645,000 
337,125,000 
 
Computer equipment and software
 
 
 
Property, Plant and Equipment
 
 
 
Property and equipment excluding construction in progress, gross
130,363,000 
125,888,000 
 
Vehicles and trailers
 
 
 
Property, Plant and Equipment
 
 
 
Property and equipment excluding construction in progress, gross
101,201,000 
87,944,000 
 
Leasehold improvements
 
 
 
Property, Plant and Equipment
 
 
 
Property and equipment excluding construction in progress, gross
$ 140,732,000 
$ 129,309,000 
 
Changes in Carrying Amount of Goodwill (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Goodwill [Roll Forward]
 
 
 
Beginning balance
$ 2,288,895 
$ 1,937,444 
$ 1,690,284 
Business acquisitions and adjustments to previously recorded goodwill
92,175 
415,703 
235,447 
Exchange rate effects
(61,824)
(64,252)
11,713 
Ending balance
2,319,246 
2,288,895 
1,937,444 
North America
 
 
 
Goodwill [Roll Forward]
 
 
 
Beginning balance
1,392,032 
1,358,937 
1,339,831 
Business acquisitions and adjustments to previously recorded goodwill
72,355 
43,752 
27,035 
Exchange rate effects
(18,537)
(10,657)
(7,929)
Ending balance
1,445,850 
1,392,032 
1,358,937 
Europe
 
 
 
Goodwill [Roll Forward]
 
 
 
Beginning balance
616,819 
578,507 
350,453 
Business acquisitions and adjustments to previously recorded goodwill
21,217 
91,916 
208,412 
Exchange rate effects
(43,554)
(53,604)
19,642 
Ending balance
594,482 
616,819 
578,507 
Specialty
 
 
 
Goodwill [Roll Forward]
 
 
 
Beginning balance
280,044 
0 
0 
Business acquisitions and adjustments to previously recorded goodwill
(1,397)
280,035 
0 
Exchange rate effects
267 
9 
0 
Ending balance
$ 278,914 
$ 280,044 
$ 0 
Components of Other Intangibles (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Finite-Lived Intangible Assets
 
 
Gross carrying amount
$ 323,001 
$ 322,026 
Accumulated amortization
(107,884)
(76,501)
Net
215,117 
245,525 
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life
11 years 
 
Trade names and trademarks
 
 
Finite-Lived Intangible Assets
 
 
Intangible assets recognized
3,600 
35,500 
Gross carrying amount
172,219 
173,340 
Accumulated amortization
(43,458)
(35,538)
Net
128,761 
137,802 
Customer and supplier relationships
 
 
Finite-Lived Intangible Assets
 
 
Intangible assets recognized
4,600 
65,100 
Gross carrying amount
95,508 
92,972 
Accumulated amortization
(41,007)
(26,751)
Net
54,501 
66,221 
Software and technology related assets
 
 
Finite-Lived Intangible Assets
 
 
Intangible assets recognized
1,200 
26,700 
Gross carrying amount
44,500 
44,640 
Accumulated amortization
(17,844)
(10,387)
Net
26,656 
34,253 
Covenants not to compete
 
 
Finite-Lived Intangible Assets
 
 
Intangible assets recognized
600 
1,900 
Gross carrying amount
10,774 
11,074 
Accumulated amortization
(5,575)
(3,825)
Net
5,199 
7,249 
2014 Specialty Acquisition of RV Parts Supplier |
Trade names and trademarks
 
 
Finite-Lived Intangible Assets
 
 
Intangible assets recognized
 
10,100 
2014 Specialty Acquisition of RV Parts Supplier |
Customer and supplier relationships
 
 
Finite-Lived Intangible Assets
 
 
Intangible assets recognized
 
17,600 
Keystone Specialty
 
 
Finite-Lived Intangible Assets
 
 
Intangible assets recognized
 
78,110 
Keystone Specialty |
Trade names and trademarks
 
 
Finite-Lived Intangible Assets
 
 
Intangible assets recognized
 
22,000 
Keystone Specialty |
Customer and supplier relationships
 
 
Finite-Lived Intangible Assets
 
 
Intangible assets recognized
 
30,500 
Keystone Specialty |
Software and technology related assets
 
 
Finite-Lived Intangible Assets
 
 
Intangible assets recognized
 
$ 25,500 
Changes in Warranty Reserve (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Warranty Reserve [Roll Forward]
 
 
Beginning balance
$ 14,881 
$ 12,447 
Warranty expense
33,727 
30,370 
Warranty claims
(31,245)
(27,936)
Ending balance
$ 17,363 
$ 14,881 
Summary of Significant Accounting Policies Schedule of New Accounting Pronouncements (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2015
Dec. 31, 2014
New Accounting Pronouncement, Early Adoption [Line Items]
 
 
Other Assets
$ 76,195 
$ 75,659 
Other current liabilities
31,596 
32,200 
Current portion of long-term obligations
 
61,938 
Long-Term Obligations, Excluding Current Portion
 
1,784,210 
Deferred Income Taxes
(127,239)
(106,938)
ASU 2015-03
 
 
New Accounting Pronouncement, Early Adoption [Line Items]
 
 
Other Assets
 
(18,414)
Current portion of long-term obligations
 
(1,577)
Long-Term Obligations, Excluding Current Portion
 
(16,837)
ASU 2015-17
 
 
New Accounting Pronouncement, Early Adoption [Line Items]
 
 
Deferred Tax Assets, Net, Current
 
(81,744)
Other Assets
 
2,405 
Other current liabilities
 
(4,615)
Deferred Income Taxes
 
(74,724)
Scenario, Previously Reported
 
 
New Accounting Pronouncement, Early Adoption [Line Items]
 
 
Deferred Tax Assets, Net, Current
 
(81,744)
Other Assets
 
91,668 
Other current liabilities
 
36,815 
Current portion of long-term obligations
 
63,515 
Long-Term Obligations, Excluding Current Portion
 
1,801,047 
Deferred Income Taxes
 
$ (181,662)
Equity Incentive Plans - Additional Information (Details) (USD $)
12 Months Ended 12 Months Ended 3 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2015
RSUs
Dec. 31, 2014
RSUs
Dec. 31, 2013
RSUs
Dec. 31, 2015
Performance Shares
Dec. 31, 2014
Performance Shares
Dec. 31, 2013
Performance Shares
Dec. 31, 2013
Replacement Performance Shares
Dec. 31, 2015
Stock Options
Dec. 31, 2014
Stock Options
Dec. 31, 2013
Stock Options
Dec. 31, 2015
Restricted Stock
Dec. 31, 2014
Restricted Stock
Dec. 31, 2013
Restricted Stock
Dec. 31, 2015
1998 Equity Incentive Plan
Dec. 31, 2015
Minimum
Stock Options
Dec. 31, 2015
Maximum
Stock Options
Mar. 31, 2016
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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12,500,000 
 
 
 
Vesting period
 
 
 
5 years 
 
 
 
 
 
 
5 years 
 
 
5 years 
 
 
 
 
 
 
Number of shares that RSUs convert into on the applicable vesting date
 
 
 
1 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
RSUs granted, shares
 
 
 
926,051 
664,897 
924,312 
215,076 
175,800 
946,800 
671,400 
 
 
 
 
 
 
 
 
 
746,558 
Fair value of RSUs or restricted stock vested during the period
 
 
 
$ 28,200,000 
$ 27,700,000 
$ 14,400,000 
 
 
 
 
 
 
 
 
$ 500,000 
$ 2,300,000 
 
 
 
 
Stock options expiration period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6 years 
10 years 
 
Fair value of stock options vested
 
 
 
 
 
 
 
 
 
 
1,200,000 
3,300,000 
5,100,000 
 
 
 
 
 
 
 
Stock-based compensation expense
$ 21,336,000 
$ 22,021,000 
$ 22,036,000 
$ 21,058,000 
$ 18,965,000 
$ 17,299,000 
$ 8,200,000 
$ 8,200,000 
$ 8,300,000 
 
$ 278,000 
$ 2,917,000 
$ 4,529,000 
$ 0 
$ 139,000 
$ 208,000 
 
 
 
 
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, 2015
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
RSUs
 
 
 
 
Summary of Expected to Vest RSUs [Line Items]
 
 
 
 
Unvested RSUs, shares
1,981,292 
2,151,232 
2,558,213 
2,351,362 
RSUs granted, shares
926,051 
664,897 
924,312 
 
RSUs vested, shares
(994,130)
(975,462)
(594,961)
 
RSUs forfeited/canceled, shares
(101,861)
(96,416)
(122,500)
 
RSUs expected to vest, shares
1,940,820 
 
 
 
Unvested RSUs, weighted average grant date fair value
$ 24.19 
$ 20.97 
$ 16.63 
$ 14.02 
RSUs granted, weighted average grant date fair value
$ 27.08 
$ 31.82 
$ 22.18 
 
RSUs vested, weighted average grant date fair value
$ 19.87 
$ 17.01 
$ 15.05 
 
RSUs forfeited/canceled, weighted average grant date fair value
$ 24.66 
$ 20.73 
$ 16.25 
 
RSUs expected to vest, weighted average grant date fair value
$ 24.13 
 
 
 
RSUs expected to vest, weighted average remaining contractual term
2 years 4 months 
 
 
 
RSUs expected to vest, aggregate intrinsic value
$ 57,506 
 
 
 
Equity Incentive Plans Schedule of Stock Option Activity (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
 
 
 
 
 
Stock options outstanding, shares
 
3,765,952 
5,207,772 
6,832,331 
9,355,070 
Stock options exercised, shares
 
(1,425,075)
(1,687,700)
(2,399,419)
 
Stock options forfeited/canceled, shares
 
(16,745)
(63,614)
(123,320)
 
Stock options granted, shares
 
 
126,755 
 
 
Exercisable stock options, shares
 
3,673,816 
 
 
 
Exercisable and expected to vest stock options, shares
 
3,756,738 
 
 
 
Stock options outstanding, weighted average exercise price
 
$ 8.63 
$ 8.04 
$ 7.04 
$ 6.90 
Stock options exercised, weighted average exercise price
 
$ 6.22 
$ 5.52 
$ 6.41 
 
Stock options forfeited/canceled, weighted average exercise price
 
$ 28.12 
$ 16.10 
$ 8.89 
 
Stock options granted, weighted average exercise price
 
 
$ 32.31 
 
 
Exercisable stock options, weighted average exercise price
 
$ 8.04 
 
 
 
Exercisable and expected to vest stock options, weighted average exercise price
 
$ 8.58 
 
 
 
Stock options outstanding, weighted average remaining contractual term (years)
2 years 11 months 
 
 
 
 
Exercisable stock options, weighted average remaining contractual term (years)
2 years 11 months 
 
 
 
 
Exercisable and expected to vest stock options, weighted average remaining contractual term (years)
2 years 11 months 
 
 
 
 
Stock options outstanding, aggregate intrinsic value
 
$ 79,317 
 
 
 
Exercisable stock options, aggregate intrinsic value
 
79,317 
 
 
 
Exercisable and expected to vest stock options, aggregate intrinsic value
 
79,317 
 
 
 
Stock Options
 
 
 
 
 
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
 
 
 
 
 
Stock options exercised, aggregate intrinsic value
 
$ 32,375 
$ 38,373 
$ 46,899 
 
Equity Incentive Plans Schedule of Restricted Stock Activity (Details) (Restricted Stock, USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Restricted Stock
 
 
 
Summary of Restricted Stock Activity [Line Items]
 
 
 
Unvested restricted stock, shares
0 
20,000 
116,000 
Restricted stock vested, shares
(20,000)
(96,000)
 
Unvested restricted stock, weighted average grant date fair value
$ 0.00 
$ 9.30 
$ 9.47 
Restricted stock vested, weighted average grant date fair value
$ 9.30 
$ 9.51 
 
Schedule of Pre-Tax Stock-Based Compensation Expense (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award
 
 
 
Stock-based compensation expense
$ 21,336 
$ 22,021 
$ 22,036 
RSUs
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award
 
 
 
Stock-based compensation expense
21,058 
18,965 
17,299 
Stock Options
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award
 
 
 
Stock-based compensation expense
278 
2,917 
4,529 
Restricted Stock
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award
 
 
 
Stock-based compensation expense
$ 0 
$ 139 
$ 208 
Schedule of Stock-Based Compensation Expense Included in Statements of Income (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Employee Service Share-based Compensation, Allocation of Recognized Period Costs
 
 
 
Stock-based compensation expense, before tax
$ 21,336 
$ 22,021 
$ 22,036 
Income tax benefit
(8,221)
(8,478)
(8,594)
Total stock-based compensation expense, net of tax
13,115 
13,543 
13,442 
Cost of goods sold
 
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs
 
 
 
Stock-based compensation expense, before tax
358 
410 
392 
Facility and warehouse expenses
 
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs
 
 
 
Stock-based compensation expense, before tax
2,271 
2,195 
2,745 
Selling, general and administrative expenses
 
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs
 
 
 
Stock-based compensation expense, before tax
$ 18,707 
$ 19,416 
$ 18,899 
Schedule of Stock-Based Compensation Expense Expected to be Recognized (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award
 
2014
$ 14,264 
2015
8,767 
2016
5,334 
2017
2,754 
2018
30 
Total unrecognized compensation expense
31,149 
RSUs
 
Share-based Compensation Arrangement by Share-based Payment Award
 
2014
13,997 
2015
8,760 
2016
5,334 
2017
2,754 
2018
30 
Total unrecognized compensation expense
30,875 
Stock Options
 
Share-based Compensation Arrangement by Share-based Payment Award
 
2014
267 
2015
7 
2016
0 
Total unrecognized compensation expense
$ 274 
Long-Term Obligations - Additional Information (Details)
12 Months Ended 12 Months Ended 12 Months Ended
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Dec. 31, 2014
Credit Agreement
USD ($)
Dec. 31, 2013
Credit Agreement
USD ($)
Dec. 31, 2015
Credit Agreement
USD ($)
Mar. 27, 2014
Credit Agreement
USD ($)
May 3, 2013
Credit Agreement
USD ($)
Dec. 31, 2015
Senior Notes
USD ($)
Dec. 31, 2014
Senior Notes
USD ($)
Dec. 31, 2015
Receivables securitization
USD ($)
Dec. 31, 2014
Receivables securitization
USD ($)
Sep. 29, 2014
Receivables securitization
USD ($)
Dec. 31, 2014
Amended Credit Agreement
Credit Agreement
USD ($)
Dec. 31, 2013
Amended Credit Agreement
Credit Agreement
USD ($)
Mar. 27, 2014
Amended Credit Agreement
Credit Agreement
USD ($)
Mar. 27, 2014
Amended Credit Agreement
Multicurrency Component
Credit Agreement
USD ($)
Mar. 27, 2014
Amended Credit Agreement
US Dollar Component
Credit Agreement
USD ($)
Dec. 31, 2013
Original Credit Agreement
Credit Agreement
USD ($)
May 9, 2013
Four Point Seven Five Percent Senior Notes Due May 2023
Jan. 29, 2016
Subsequent Event [Member]
Fourth Amended Credit Agreement
Credit Agreement
USD ($)
Jan. 29, 2016
Subsequent Event [Member]
Fourth Amended Credit Agreement
USD Term Loan
EUR (€)
Jan. 29, 2016
Subsequent Event [Member]
Fourth Amended Credit Agreement
Euro Term Loan
EUR (€)
Jan. 29, 2016
Subsequent Event [Member]
Fourth Amended Credit Agreement
Multicurrency Component
Credit Agreement
USD ($)
Debt Instrument
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred Finance Costs, Net
$ 15,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum credit agreement borrowings
 
 
 
 
 
 
 
1,800,000,000 
 
 
 
 
 
 
 
2,300,000,000 
 
 
 
 
3,200,000,000 
 
 
 
Maximum revolving credit facility borrowings
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,690,000,000 
165,000,000 
 
 
 
 
 
2,450,000,000 
Debt and capital lease obligations
1,599,695,000 
1,864,562,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
450,000,000 
 
 
 
 
750,000,000 
500,000,000 
230,000,000 
 
Maximum increase of revolving credit facility or term loans
 
 
 
 
 
 
400,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum leverage ratio for incremental borrowings
 
 
 
 
 
 
2.50 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Term loan quarterly repayment, percentage of initial balance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.00% 
 
 
 
Term loan quarterly repayment, percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.00% 
 
 
 
Increment change in applicable margin
 
 
 
 
 
 
0.25% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average interest rates
 
 
 
2.10% 
 
1.76% 
 
 
 
 
1.13% 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increment change in commitment fees
 
 
 
 
 
 
0.05% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrowings under credit agreement, carrying value
 
 
 
1,097,000,000 
 
891,100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fronting fee on letters of credit in addition to participation commission
 
 
 
 
 
 
0.125% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current maturities of credit agreement
 
 
 
22,500,000 
 
22,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding letters of credit
 
 
 
 
 
65,900,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Availability on the revolving credit facility
 
 
 
 
 
1,300,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred Finance Costs, Noncurrent, Net
1,460,000 
1,577,000 
 
 
 
 
3,400,000 
6,100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
RestrictivePaymentsUnderBorrowingAgreement
970,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss on debt extinguishment
0 
(324,000)
(2,795,000)
 
 
 
 
 
 
 
 
 
 
300,000 
1,100,000 
 
 
 
1,700,000 
 
 
 
 
 
Debt instrument, face amount
 
 
 
 
 
 
 
 
600,000,000 
600,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior notes interest rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4.75% 
 
 
 
 
Receivables securitization maximum borrowing capacity
 
 
 
 
 
 
 
 
 
 
 
 
97,000,000 
 
 
 
 
 
 
 
 
 
 
 
Receivables used as collateral for receivables securitization facility
136,100,000 
129,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrowings under receivable securitization facility, carrying value
 
 
 
 
 
 
 
 
 
 
63,000,000 
94,900,000 
 
 
 
 
 
 
 
 
 
 
 
 
Payments of Financing Costs
 
 
 
$ 3,700,000 
$ 7,200,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Schedule of Long-Term Obligations (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2015
Dec. 31, 2014
Debt Instrument
 
 
Long-term obligations, total
$ 1,599,695 
$ 1,864,562 
Deferred Finance Costs, Current, Net
(13,533)
(16,837)
Deferred Finance Costs, Noncurrent, Net
(1,460)
(1,577)
Long-term obligations, total, net
1,584,702 
1,846,148 
Current portion of long-term obligations
(56,034)
(61,938)
Current portion of long-term obligations
1,528,668 
1,784,210 
Loans Payable
 
 
Debt Instrument
 
 
Term loan
410,625 
433,125 
Revolving Credit Facility
 
 
Debt Instrument
 
 
Long-term Line of Credit
480,481 
663,912 
Senior Notes
 
 
Debt Instrument
 
 
Debt instrument, face amount
600,000 
600,000 
Receivables securitization
 
 
Debt Instrument
 
 
Borrowings under receivable securitization facility, carrying value
63,000 
94,900 
Notes payable
 
 
Debt Instrument
 
 
Notes Payable
16,104 
45,891 
Other long-term debt
 
 
Debt Instrument
 
 
Other long-term debt
$ 29,485 
$ 26,734 
Schedule of Long-Term Obligations (Parenthetical) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2015
Dec. 31, 2014
Debt Instrument
 
 
Deferred Finance Costs, Net
$ 15 
 
Notes payable
 
 
Debt Instrument
 
 
Weighted average interest rates
2.20% 
1.00% 
Other long-term debt
 
 
Debt Instrument
 
 
Weighted average interest rates
2.40% 
3.10% 
Credit Agreement
 
 
Debt Instrument
 
 
Weighted average interest rates
1.76% 
2.10% 
Current maturities of credit agreement
$ 22.5 
$ 22.5 
Long-Term Obligations Schedule of Maturities of Long-Term Obligations (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2015
Dec. 31, 2014
Debt Disclosure [Abstract]
 
 
2014
$ 57,494 
 
2015
89,036 
 
2016
22,907 
 
2017
824,572 
 
2018
225 
 
Thereafter
605,461 
 
Long-term obligations, total
$ 1,599,695 
$ 1,864,562 
Derivative Instruments and Hedging Activities - Additional Information (Details)
12 Months Ended
Dec. 31, 2014
USD ($)
Dec. 31, 2015
USD ($)
Dec. 31, 2013
Foreign Exchange Forward
Pound Sterling Notional Amount
GBP (£)
Dec. 31, 2013
Foreign Exchange Forward
Euro Notional Amount
EUR (€)
Derivative
 
 
 
 
Derivative, Notional Amount
 
 
£ 70,000,000 
€ 150,000,000 
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
 
$ (900,000)
 
 
Schedule of Cash Flow Hedges (Details)
In Thousands, unless otherwise specified
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Dec. 31, 2015
Interest Rate Swap
US Dollar Notional Amount
USD ($)
Dec. 31, 2014
Interest Rate Swap
US Dollar Notional Amount
USD ($)
Feb. 11, 2016
Interest Rate Swap
US Dollar Notional Amount
Subsequent Event [Member]
USD ($)
Jan. 20, 2016
Interest Rate Swap
US Dollar Notional Amount
Subsequent Event [Member]
USD ($)
Dec. 31, 2015
Interest Rate Swap
Pound Sterling Notional Amount
USD ($)
Dec. 31, 2015
Interest Rate Swap
Pound Sterling Notional Amount
GBP (£)
Dec. 31, 2014
Interest Rate Swap
Pound Sterling Notional Amount
USD ($)
Dec. 31, 2014
Interest Rate Swap
Pound Sterling Notional Amount
GBP (£)
Dec. 31, 2015
Interest Rate Swap
Canadian Dollar Notional Amount
USD ($)
Dec. 31, 2015
Interest Rate Swap
Canadian Dollar Notional Amount
CAD ($)
Dec. 31, 2014
Interest Rate Swap
Canadian Dollar Notional Amount
USD ($)
Dec. 31, 2014
Interest Rate Swap
Canadian Dollar Notional Amount
CAD ($)
Dec. 31, 2013
Foreign Exchange Forward
Pound Sterling Notional Amount
GBP (£)
Dec. 31, 2013
Foreign Exchange Forward
Euro Notional Amount
EUR (€)
Derivative
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative, Notional Amount
 
 
$ 170,000 
$ 420,000 
$ 240,000 
$ 200,000 
 
£ 50,000 
 
£ 50,000 
 
$ 25,000 
 
$ 25,000 
£ 70,000 
€ 150,000 
Derivative Liabilities, Current
1,347 
2,691 
858 
2,691 
 
 
465 
 
 
 
24 
 
 
 
 
 
Derivative Liabilities, Noncurrent
$ 0 
$ 2,527 
$ 0 
$ 1,615 
 
 
$ 0 
 
$ 893 
 
$ 0 
 
$ 19 
 
 
 
Fair Value Measurements - Additional Information (Details)
12 Months Ended 12 Months Ended
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Dec. 31, 2015
Contingent consideration amounts outstanding
USD ($)
Dec. 31, 2014
Contingent consideration amounts outstanding
USD ($)
Dec. 31, 2015
Credit Agreement
USD ($)
Dec. 31, 2014
Credit Agreement
USD ($)
Dec. 31, 2015
Receivables securitization
USD ($)
Dec. 31, 2014
Receivables securitization
USD ($)
Dec. 31, 2015
Senior Notes
USD ($)
Dec. 31, 2014
Senior Notes
USD ($)
Dec. 31, 2014
ECP 2012 Contingent Payment
USD ($)
Dec. 31, 2014
ECP 2012 Contingent Payment
GBP (£)
Dec. 31, 2012
ECP 2012 Contingent Payment
GBP (£)
Dec. 31, 2013
ECP 2013 Contingent Payment
GBP (£)
Fair Value Measurements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum payment under contingent consideration agreement
 
 
 
 
 
 
 
 
 
 
 
 
 
£ 25,000,000 
£ 30,000,000 
Borrowings under credit agreement, carrying value
 
 
 
 
 
891,100,000 
1,097,000,000 
 
 
 
 
 
 
 
 
Borrowings under receivable securitization facility, carrying value
 
 
 
 
 
 
 
63,000,000 
94,900,000 
 
 
 
 
 
 
Contingent consideration payments
2,815,000 
52,363,000 
 
 
 
 
 
 
 
 
 
44,800,000 
26,900,000 
 
 
Contingent consideration other settlements
 
 
 
 
 
 
 
 
 
 
 
5,100,000 
3,100,000 
 
 
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability
454,000 
(1,851,000)
2,504,000 
300,000 
200,000 
 
 
 
 
 
 
 
 
 
 
Debt instrument, fair value
 
 
 
 
 
 
 
 
 
567,000,000 
569,000,000 
 
 
 
 
Debt instrument, face amount
 
 
 
 
 
 
 
 
 
$ 600,000,000 
$ 600,000,000 
 
 
 
 
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) (Fair Value, Measurements, Recurring, USD $)
In Thousands, unless otherwise specified
Dec. 31, 2015
Dec. 31, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
 
 
Fair value assets measured on recurring basis
$ 29,782 
$ 28,242 
Fair value liabilities measured on recurring basis
36,267 
40,093 
Fair Value, Inputs, Level 2
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
 
 
Fair value assets measured on recurring basis
29,782 
28,242 
Fair value liabilities measured on recurring basis
31,683 
32,798 
Fair Value, Inputs, Level 3
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
 
 
Fair value liabilities measured on recurring basis
4,584 
7,295 
Cash surrender value of life insurance
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
 
 
Fair value assets measured on recurring basis
29,782 
28,242 
Cash surrender value of life insurance |
Fair Value, Inputs, Level 2
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
 
 
Fair value assets measured on recurring basis
29,782 
28,242 
Contingent Consideration Liabilities
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
 
 
Fair value liabilities measured on recurring basis
4,584 
7,295 
Contingent Consideration Liabilities |
Fair Value, Inputs, Level 3
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
 
 
Fair value liabilities measured on recurring basis
4,584 
7,295 
Deferred Compensation Liabilities
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
 
 
Fair value liabilities measured on recurring basis
30,336 
27,580 
Deferred Compensation Liabilities |
Fair Value, Inputs, Level 2
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
 
 
Fair value liabilities measured on recurring basis
30,336 
27,580 
Interest Rate Swap
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
 
 
Fair value liabilities measured on recurring basis
1,347 
5,218 
Interest Rate Swap |
Fair Value, Inputs, Level 2
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
 
 
Fair value liabilities measured on recurring basis
$ 1,347 
$ 5,218 
Significant Unobservable Inputs Used in Fair Value Measurements (Details) (Contingent Consideration Liabilities, Fair Value, Inputs, Level 3)
Dec. 31, 2015
Dec. 31, 2014
Contingent Consideration Liabilities |
Fair Value, Inputs, Level 3
 
 
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation
 
 
Weighted Average, Probability of achieving payout targets
76.20% 
79.10% 
Weighted Average, Discount rate
7.50% 
7.50% 
Changes in Fair Value of Contingent Consideration Obligations (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Contingent Consideration Obligations [Roll Forward]
 
 
 
Beginning balance
$ 7,295 
$ 55,653 
 
Contingent consideration liabilities recorded for business acquisitions
0 
5,854 
3,854 
Payments
(2,815)
(52,363)
 
Loss (gain) included in earnings
454 
(1,851)
 
Exchange rate effects
(350)
2 
 
Ending balance
$ 4,584 
$ 7,295 
$ 55,653 
Commitments and Contingencies - Additional Information (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Commitments and Contingencies Disclosure [Abstract]
 
 
 
Rent expense
$ 168.4 
$ 148.5 
$ 122.4 
Guaranteed residual value of operating leases
$ 32.9 
 
 
Future Minimum Lease Commitments (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
 
2016
$ 155,104 
2017
134,774 
2018
113,440 
2019
91,927 
2020
75,084 
Thereafter
286,127 
Future Minimum Lease Payments
$ 856,456 
Business Combinations - Additional Information (Details)
12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Dec. 31, 2012
USD ($)
Dec. 31, 2015
Europe
USD ($)
Dec. 31, 2014
Europe
USD ($)
Dec. 31, 2013
Europe
USD ($)
Dec. 31, 2012
Europe
USD ($)
Dec. 31, 2015
North America
USD ($)
Dec. 31, 2014
North America
USD ($)
Dec. 31, 2013
North America
USD ($)
Dec. 31, 2012
North America
USD ($)
Dec. 31, 2015
Wholesale North America Segment
Dec. 31, 2015
Specialty
USD ($)
Dec. 31, 2014
Specialty
USD ($)
Dec. 31, 2013
Specialty
USD ($)
Dec. 31, 2012
Specialty
USD ($)
Dec. 31, 2015
All 2015 Acquisitions
USD ($)
Dec. 31, 2014
Keystone Specialty
USD ($)
Dec. 31, 2014
All 2014 Acquisitions Excluding Keystone Specialty
USD ($)
Dec. 31, 2013
All 2014 Acquisitions Excluding Keystone Specialty
USD ($)
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
Sep. 30, 2014
Netherlands Distributors Former Customers
Dec. 31, 2015
Netherlands Distributors Former Customers
Dec. 31, 2014
Netherlands Distributors Former Customers
Dec. 31, 2014
All 2014 Acquisitions
USD ($)
May 3, 2013
Sator
USD ($)
May 3, 2013
Sator
EUR (€)
Dec. 31, 2013
Sator
USD ($)
Dec. 31, 2013
All 2013 Acquisitions Excluding Sator
USD ($)
Dec. 31, 2013
All 2013 Acquisitions Excluding Sator
Europe
Dec. 31, 2013
All 2013 Acquisitions Excluding Sator
Wholesale North America Segment
Dec. 31, 2013
All 2013 Acquisitions Excluding Sator
Self Service Segment
Dec. 31, 2013
UK Paint
Dec. 31, 2015
Acquisition-related expenses
USD ($)
Dec. 31, 2014
Acquisition-related expenses
USD ($)
Dec. 31, 2013
Acquisition-related expenses
USD ($)
Dec. 31, 2015
Acquisition-related expenses
All 2015 Acquisitions
USD ($)
Dec. 31, 2013
Acquisition-related expenses
Keystone Specialty
USD ($)
Dec. 31, 2015
Acquisition-related expenses
Netherlands Distributors
USD ($)
Dec. 31, 2014
Acquisition-related expenses
Netherlands Distributors
USD ($)
Dec. 31, 2014
Acquisition-related expenses
All 2014 Acquisitions
USD ($)
Dec. 31, 2013
Acquisition-related expenses
Sator
USD ($)
Dec. 31, 2013
Acquisition-related expenses
All 2013 Acquisitions Excluding Sator
USD ($)
Dec. 31, 2013
Acquisition-related expenses
UK Paint
USD ($)
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of acquisitions
 
 
 
 
12 
 
 
 
 
 
 
 
4 
 
 
 
 
18 
 
22 
 
9 
9 
2 
2 
11 
7 
5 
9 
5 
 
 
 
 
19 
7 
10 
2 
5 
 
 
 
 
 
 
 
 
 
 
 
Total acquisition date fair value of the consideration for acquisitions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 187,900,000 
$ 471,900,000 
$ 359,100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 146,100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash used in acquisitions, net of cash acquired
160,517,000 
775,921,000 
408,384,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
161,268,000 
427,050,000 
334,304,000 
 
 
 
 
 
 
 
 
 
 
761,354,000 
272,800,000 
209,800,000 
 
134,600,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes issued
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,296,000 
31,500,000 
13,535,000 
 
 
 
 
 
 
 
 
 
 
45,035,000 
 
 
 
7,482,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other purchase price obligations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21,199,000 
13,351,000 
333,000 
 
 
 
 
 
 
 
 
 
 
13,684,000 
 
 
 
214,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contingent consideration liability
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0 
0 
5,854,000 
 
 
 
 
 
 
 
 
 
 
5,854,000 
 
 
 
3,854,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum payment under contingent consideration agreement
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8,300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Settlement of pre-existing balances
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,073,000 
0 
5,052,000 
 
 
 
 
 
 
 
 
 
 
5,052,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill
2,319,246,000 
2,288,895,000 
1,937,444,000 
1,690,284,000 
594,482,000 
616,819,000 
578,507,000 
350,453,000 
1,445,850,000 
1,392,032,000 
1,358,937,000 
1,339,831,000 
 
278,914,000 
280,044,000 
0 
0 
92,175,000 
237,729,000 
177,974,000 
 
 
 
 
 
 
 
 
 
 
415,703,000 
 
 
142,721,000 
92,726,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition, Goodwill, Expected Tax Deductible Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
69,900,000 
 
44,220,000 
18,305,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue generated by acquisitions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
159,600,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating income generated by acquisitions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restructuring and acquisition related expenses
$ 19,511,000 
$ 14,806,000 
$ 10,173,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 6,400,000 
$ 3,700,000 
$ 6,700,000 
$ 2,600,000 
$ 900,000 
$ 1,600,000 
$ 1,900,000 
$ 3,200,000 
$ 3,600,000 
$ 2,200,000 
$ 1,400,000 
Purchase Price Allocations for Acquisitions (Details)
In Thousands, unless otherwise specified
12 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Dec. 31, 2012
USD ($)
Dec. 31, 2015
All 2015 Acquisitions
USD ($)
Dec. 31, 2014
Keystone Specialty
USD ($)
Dec. 31, 2014
All 2014 Acquisitions Excluding Keystone Specialty
USD ($)
Dec. 31, 2014
All 2014 Acquisitions
USD ($)
May 3, 2013
Sator
USD ($)
May 3, 2013
Sator
EUR (€)
Dec. 31, 2013
Sator
USD ($)
Dec. 31, 2013
All 2013 Acquisitions Excluding Sator
USD ($)
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
 
Receivables
 
 
 
 
$ 29,628 
$ 48,473 
$ 75,330 
$ 123,803 
 
 
 
 
Receivable reserves
 
 
 
 
(3,926)
(7,748)
(7,383)
(15,131)
 
 
 
 
Inventory
 
 
 
 
79,646 
150,696 
123,815 
274,511 
 
 
 
 
Income tax receivable
 
 
 
 
0 
14,096 
0 
14,096 
 
 
 
 
Prepaid expenses and other current assets
 
 
 
 
3,337 
8,085 
4,050 
12,135 
 
 
 
 
Property and equipment
 
 
 
 
11,989 
38,080 
27,026 
65,106 
 
 
 
 
Goodwill
2,319,246 
2,288,895 
1,937,444 
1,690,284 
92,175 
237,729 
177,974 
415,703 
 
 
142,721 
92,726 
Other intangibles
 
 
 
 
9,926 
78,110 
51,135 
129,245 
 
 
 
 
Other assets
 
 
 
 
5,166 
6,159 
2,793 
8,952 
 
 
 
 
Deferred income taxes
 
 
 
 
4,102 
(26,591)
313 
(26,278)
 
 
 
 
Current liabilities assumed
 
 
 
 
(39,191)
(63,513)
(52,961)
(116,474)
 
 
 
 
Debt assumed
 
 
 
 
(2,365)
0 
(32,441)
(32,441)
 
 
 
 
Other noncurrent liabilities assumed
 
 
 
 
(2,651)
(11,675)
(10,573)
(22,248)
 
 
 
 
Contingent consideration liabilities
 
 
 
 
0 
0 
(5,854)
(5,854)
 
 
 
(3,854)
Other purchase price obligations
 
 
 
 
(21,199)
(13,351)
(333)
(13,684)
 
 
 
(214)
Notes issued
 
 
 
 
(4,296)
(31,500)
(13,535)
(45,035)
 
 
 
(7,482)
Settlement of pre-existing balances
 
 
 
 
(1,073)
0 
(5,052)
(5,052)
 
 
 
 
Cash used in acquisitions, net of cash acquired
$ 160,517 
$ 775,921 
$ 408,384 
 
$ 161,268 
$ 427,050 
$ 334,304 
$ 761,354 
$ 272,800 
€ 209,800 
 
$ 134,600 
Pro Forma Effect of Businesses Acquired (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
Revenue, as reported
$ 1,748,919 
$ 1,831,732 
$ 1,838,070 
$ 1,773,912 
$ 1,684,131 
$ 1,721,024 
$ 1,709,132 
$ 1,625,777 
$ 7,192,633 
$ 6,740,064 
$ 5,062,528 
Pro forma revenue
 
 
 
 
 
 
 
 
7,406,263 
7,420,472 
6,581,393 
Net income
95,060 
101,346 
119,722 
107,095 
80,469 
91,515 
104,882 
104,653 
423,223 
381,519 
311,623 
Pro forma net income
 
 
 
 
 
 
 
 
429,228 
402,706 
377,162 
Earnings per share, basic
 
 
 
 
 
 
 
 
$ 1.39 1
$ 1.26 1
$ 1.04 1
Pro forma earnings per share-basic (1)
 
 
 
 
 
 
 
 
$ 1.41 2
$ 1.33 2
$ 1.26 2
Earnings per share, diluted
 
 
 
 
 
 
 
 
$ 1.38 1
$ 1.25 1
$ 1.02 1
Pro forma earnings per share-diluted (1)
 
 
 
 
 
 
 
 
$ 1.40 2
$ 1.31 2
$ 1.24 2
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
19,511 
14,806 
10,173 
Keystone Specialty
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
Revenue of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
0 
3,443 
696,960 
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments
 
 
 
 
 
 
 
 
0 
637 
40,460 
Effect of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
$ 0.00 
$ 0.00 
$ 0 
Effect of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
$ 0.00 
$ 0.00 
$ 0 
Sator
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
Revenue of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
0 
0 
126,309 
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments
 
 
 
 
 
 
 
 
0 
0 
5,712 
Effect of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
$ 0.00 
$ 0.00 
$ 0 
Effect of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
$ 0.00 
$ 0.00 
$ 0 
All 2015 Acquisitions
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
Revenue of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
213,630 
 
 
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments
 
 
 
 
 
 
 
 
6,005 
 
 
Effect of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
$ 0.02 
 
 
Effect of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
$ 0.02 
 
 
All 2015 and 2014 Acquisitions Excluding Keystone Specialty [Domain]
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
Revenue of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
 
676,965 
 
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments
 
 
 
 
 
 
 
 
 
20,550 
 
Effect of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
 
$ 0.07 
 
Effect of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
 
$ 0.07 
 
All 2014 and 2013 Acquisitions Excluding Keystone Specialty and Sator [Member]
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
Revenue of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
 
 
695,596 
Net income of purchased businesses for the period prior to acquisition, including pro forma purchase accounting adjustments
 
 
 
 
 
 
 
 
 
 
19,367 
Effect of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
 
 
$ 0.06 
Effect of purchased businesses for the period prior to acquisition
 
 
 
 
 
 
 
 
 
 
$ 0.06 
Acquisition-related expenses
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
6,400 
3,700 
6,700 
Acquisition-related expenses |
Keystone Specialty
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
 
 
900 
Acquisition-related expenses |
Sator
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
 
 
3,600 
Acquisition-related expenses |
All 2015 Acquisitions
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
2,600 
 
 
Acquisition-related expenses |
All 2013 Acquisitions Excluding Sator
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition
 
 
 
 
 
 
 
 
 
 
 
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
 
 
$ 2,200 
Restructuring and Acquisition Related Expenses - Additional Information (Details) (USD $)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Restructuring Cost and Reserve
 
 
 
Restructuring and acquisition related expenses
$ 19,511,000 
$ 14,806,000 
$ 10,173,000 
Restructuring expenses
 
 
 
Restructuring Cost and Reserve
 
 
 
Restructuring and acquisition related expenses
13,100,000 
 
 
Expected additional charges
(9,000,000)
 
 
Acquisition-related expenses
 
 
 
Restructuring Cost and Reserve
 
 
 
Restructuring and acquisition related expenses
6,400,000 
3,700,000 
6,700,000 
Europe
 
 
 
Restructuring Cost and Reserve
 
 
 
Number of acquisitions
12 
 
 
Europe |
Restructuring expenses
 
 
 
Restructuring Cost and Reserve
 
 
 
Restructuring and acquisition related expenses
 
1,600,000 
 
North America |
Restructuring expenses
 
 
 
Restructuring Cost and Reserve
 
 
 
Restructuring and acquisition related expenses
 
1,000,000 
 
2012 North America Acquisitions |
Restructuring expenses
 
 
 
Restructuring Cost and Reserve
 
 
 
Restructuring and acquisition related expenses
 
 
1,400,000 
All 2014 Europe Acquisitions |
Restructuring expenses
 
 
 
Restructuring Cost and Reserve
 
 
 
Restructuring and acquisition related expenses
 
1,900,000 
 
All 2014 Specialty Acquisitions excluding Keystone Specialty |
Restructuring expenses
 
 
 
Restructuring Cost and Reserve
 
 
 
Restructuring and acquisition related expenses
 
800,000 
 
All 2013 Europe Acquisitions |
Restructuring expenses
 
 
 
Restructuring Cost and Reserve
 
 
 
Restructuring and acquisition related expenses
 
 
2,100,000 
Keystone Specialty |
Restructuring expenses
 
 
 
Restructuring Cost and Reserve
 
 
 
Restructuring and acquisition related expenses
 
5,800,000 
 
Keystone Specialty |
Acquisition-related expenses
 
 
 
Restructuring Cost and Reserve
 
 
 
Restructuring and acquisition related expenses
 
 
900,000 
Netherlands Distributors |
Acquisition-related expenses
 
 
 
Restructuring Cost and Reserve
 
 
 
Restructuring and acquisition related expenses
1,600,000 
1,900,000 
 
Netherlands Distributors |
Europe
 
 
 
Restructuring Cost and Reserve
 
 
 
Number of acquisitions
11 
7 
 
UK Paint
 
 
 
Restructuring Cost and Reserve
 
 
 
Number of acquisitions
 
 
5 
UK Paint |
Acquisition-related expenses
 
 
 
Restructuring Cost and Reserve
 
 
 
Restructuring and acquisition related expenses
 
 
1,400,000 
Sator |
Acquisition-related expenses
 
 
 
Restructuring Cost and Reserve
 
 
 
Restructuring and acquisition related expenses
 
 
3,600,000 
All 2015 Acquisitions Excluding Netherlands Distributors and Coast |
Acquisition-related expenses
 
 
 
Restructuring Cost and Reserve
 
 
 
Restructuring and acquisition related expenses
1,500,000 
 
 
Coast |
Acquisition-related expenses
 
 
 
Restructuring Cost and Reserve
 
 
 
Restructuring and acquisition related expenses
800,000 
 
 
Rhiag |
Acquisition-related expenses
 
 
 
Restructuring Cost and Reserve
 
 
 
Restructuring and acquisition related expenses
$ 2,500,000 
 
 
Computation of Earnings Per Share (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Earnings Per Share [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Net income
$ 95,060 
$ 101,346 
$ 119,722 
$ 107,095 
$ 80,469 
$ 91,515 
$ 104,882 
$ 104,653 
$ 423,223 
$ 381,519 
$ 311,623 
Denominator for basic earnings per share—Weighted-average shares outstanding
 
 
 
 
 
 
 
 
304,722 
302,343 
299,574 
Effect of dilutive securities:
 
 
 
 
 
 
 
 
 
 
 
RSUs
 
 
 
 
 
 
 
 
667 
791 
845 
Stock options
 
 
 
 
 
 
 
 
2,107 
2,905 
3,696 
Restricted stock
 
 
 
 
 
 
 
 
0 
6 
16 
Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding
 
 
 
 
 
 
 
 
307,496 
306,045 
304,131 
Earnings per share, basic
 
 
 
 
 
 
 
 
$ 1.39 1
$ 1.26 1
$ 1.04 1
Earnings per share, diluted
 
 
 
 
 
 
 
 
$ 1.38 1
$ 1.25 1
$ 1.02 1
Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share (Details)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
RSUs
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share
 
 
Antidilutive securities
230 
289 
Stock Options
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share
 
 
Antidilutive securities
96 
116 
Income Taxes - Additional Information (Details) (USD $)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Income Tax Disclosure [Abstract]
 
 
 
 
Unrecognized Tax Benefits, Increase Resulting from Acquisition
$ 80,000 
$ 2,322,000 
 
 
Undistributed earnings of foreign subsidiaries
398,000,000 
 
 
 
Net operating loss carryforwards
8,946,000 
6,744,000 
 
 
Tax credit carryforwards
3,189,000 
4,400,000 
 
 
Accumulated interest and penalties
800,000 
700,000 
 
 
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
1,500,000 
1,900,000 
 
900,000 
Unrecognized tax benefits that would impact deferred taxes
800,000 
700,000 
500,000 
 
Significant Change in Unrecognized Tax Benefits is Reasonable Possible, Amount if Unrecorded Benefit
100,000 
 
 
 
Valuation Allowance, Deferred Tax Asset, Change in Amount
1,300,000 
 
 
 
Valuation Allowance, Deferred Tax Asset, Change in Amount, Due to Foreign Tax Credit Carryovers
2,600,000 
 
 
 
Valuation Allowance, Deferred Tax Asset, Change in Amount, Due to NOLs
200,000 
 
 
 
Valuation Allowance, Deferred Tax Asset, Change in Amount Due to Acquired Foreign Tax Credits and NOL Carry Forwards
$ 1,500,000 
 
 
 
Income Taxes Schedule of Components of Income Tax Expense (Benefit) (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Current:
 
 
 
Federal
$ 138,432 
$ 144,924 
$ 115,150 
State
25,952 
24,052 
20,869 
Foreign
32,931 
29,046 
23,906 
Current income tax expense, total
197,315 
198,022 
159,925 
Deferred:
 
 
 
Federal
22,233 
9,321 
6,225 
State
1,212 
(179)
(550)
Foreign
(1,057)
(2,900)
(1,396)
Deferred income tax expense, total
22,388 
6,242 
4,279 
Provision for income taxes
$ 219,703 
$ 204,264 
$ 164,204 
Income Taxes Schedule of Income before Income Tax, Domestic and Foreign (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Income Tax Disclosure [Abstract]
 
 
 
Domestic income from continuing operations before provision for income taxes
$ 478,819 
$ 460,637 
$ 361,283 
Foreign income from continuing operations before provision for income taxes
170,211 
127,251 
114,544 
Income before provision for income taxes
$ 649,030 
$ 587,888 
$ 475,827 
Income Taxes Schedule of Effective Income Tax Rate Reconciliation (Details)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Income Tax Disclosure [Abstract]
 
 
 
U.S. federal statutory rate
35.00% 
35.00% 
35.00% 
State income taxes, net of state credits and federal tax impact
2.90% 
2.80% 
2.90% 
Impact of international operations
(4.10%)
(3.60%)
(3.70%)
Non-deductible expenses
0.80% 
0.50% 
0.90% 
Federal production incentives and credits
(0.20%)
(0.20%)
(0.30%)
Other, net
(0.50%)
0.20% 
(0.30%)
Effective tax rate
(33.90%)
34.70% 
34.50% 
Income Taxes Schedule of Deferred Tax Assets and Liabilities (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2015
Dec. 31, 2014
Deferred Tax Assets:
 
 
Inventory
$ 27,184 
$ 33,452 
Accrued expenses and reserves
46,837 
40,349 
Accounts Receivable
13,971 
12,894 
Stock-based compensation
11,096 
11,978 
Qualified and nonqualified retirement plans
14,130 
14,049 
Net operating loss carryforwards
8,946 
6,744 
Tax credit carryforwards
3,189 
4,400 
Other
5,023 
8,275 
Total deferred tax assets, gross
130,376 
132,165 
Less valuation allowance
(3,880)
(5,239)
Total deferred tax assets
126,496 
126,926 
Deferred Tax Liabilities:
 
 
Goodwill and other intangible assets
141,442 
121,728 
Property and equipment
67,065 
60,215 
Trade name
36,532 
43,325 
Other
5,342 
5,988 
Total deferred tax liabilities
250,381 
231,256 
Net deferred tax liability
$ (123,885)
$ (104,330)
Income Taxes Schedule of Deferred Tax Assets and Liabilities Classification (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2015
Dec. 31, 2014
Income Tax Disclosure [Abstract]
 
 
Noncurrent deferred tax assets
$ 3,354 
$ 2,608 
Noncurrent deferred tax liabilities
$ 127,239 
$ 106,938 
Income Taxes Schedule of Unrecognized Tax Benefits Rollforward (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Income Tax Disclosure [Abstract]
 
 
 
Unrecognized Tax Benefits, Increase Resulting from Acquisition
$ 80 
$ 2,322 
 
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
 
 
 
Balance at January 1
2,630 
1,445 
1,693 
Additions for acquired tax positions
302 
302 
302 
Reductions for tax positions of prior years
(743)
0 
0 
Lapse of statutes of limitations
(119)
(134)
(550)
Settlements with taxing authorities
0 
(1,182)
0 
Foreign Currency Translation
 
(123)
 
Balance at December 31
2,273 
2,630 
1,445 
Unrecognized Tax Benefits, Increase Resulting from Foreign Currency Translation
$ 123 
 
 
Accumulated Other Comprehensive Income (Loss) Schedule of Accumulated Other Comprehensive Income (Loss) (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment [Roll Forward]
 
 
 
Balance, beginning
$ (27,073)
$ 24,906 
$ 10,850 
Pretax income (loss)
(69,817)
(51,979)
14,056 
Balance, ending
(96,890)
(27,073)
24,906 
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges [Roll Forward]
 
 
 
Balance, beginning
(3,401)
(5,596)
(10,091)
Pretax income (loss)
(1,664)
(1,586)
(21,250)
Income tax effect
538 
382 
7,984 
Reclassification of unrealized loss (gain)
5,366 
5,200 
27,481 
Reclassification of deferred income taxes
(1,771)
(1,801)
(10,011)
Hedge ineffectiveness
 
 
460 
Income tax effect
 
 
(169)
Balance, ending
(932)
(3,401)
(5,596)
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans [Roll Forward]
 
 
 
Balance, beginning
(9,751)
701 
0 
Pretax income (loss)
2,245 
(13,506)
935 
Income tax effect
(561)
3,179 
(234)
Reclassification of unrealized loss (gain)
559 
(166)
0 
Reclassification of deferred income taxes
(140)
41 
0 
Balance, ending
(7,648)
(9,751)
701 
Balance, beginning
(40,225)
20,011 
759 
Pretax income (loss)
(69,236)
(67,071)
(6,259)
Income tax effect
(23)
3,561 
7,750 
Reclassification of Unrealized Loss (Gain)
5,925 
5,034 
27,481 
Reclassification of deferred income taxes
(1,911)
(1,760)
(10,011)
Income tax effect
 
 
(169)
Balance, ending
$ (105,470)
$ (40,225)
$ 20,011 
Accumulated Other Comprehensive Income (Loss) Additional Information (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items]
 
 
 
Reclassification of unrealized loss (gain)
$ 5,366 
$ 5,200 
$ 27,481 
Interest Rate Swap
 
 
 
Schedule of Accumulated Other Comprehensive Income (Loss) [Line Items]
 
 
 
Reclassification of unrealized loss (gain)
$ 5,400 
$ 6,200 
$ 6,200 
Segment and Geographic Information - Additional Information (Details) (USD $)
3 Months Ended 12 Months Ended
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
$ 1,748,919,000 
$ 1,831,732,000 
$ 1,838,070,000 
$ 1,773,912,000 
$ 1,684,131,000 
$ 1,721,024,000 
$ 1,709,132,000 
$ 1,625,777,000 
$ 7,192,633,000 
$ 6,740,064,000 
$ 5,062,528,000 
Number of operating segments
 
 
 
 
 
 
 
 
4 
 
 
Number of reportable segments
 
 
 
 
 
 
 
 
3 
 
 
Change in fair value of contingent consideration liabilities
 
 
 
 
 
 
 
 
(454,000)
1,851,000 
(2,504,000)
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
19,511,000 
14,806,000 
10,173,000 
Debt issuance cost reclassification
 
 
 
 
(18,500,000)
 
 
 
 
(18,500,000)
 
Deferred tax reclassification
 
 
 
 
(62,200,000)
 
 
 
 
(62,200,000)
 
North America
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
4,146,833,000 
4,089,290,000 
3,802,929,000 
Number of reportable segments
 
 
 
 
 
 
 
 
1 
 
 
Europe
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
1,995,455,000 
1,846,155,000 
1,259,599,000 
Specialty
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
$ 1,054,584,000 
$ 807,015,000 
 
Schedule of Financial Performance by Reportable Segment (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
$ 1,748,919 
$ 1,831,732 
$ 1,838,070 
$ 1,773,912 
$ 1,684,131 
$ 1,721,024 
$ 1,709,132 
$ 1,625,777 
$ 7,192,633 
$ 6,740,064 
$ 5,062,528 
Segment EBITDA
 
 
 
 
 
 
 
 
854,529 
790,551 
628,587 
Depreciation and amortization
 
 
 
 
 
 
 
 
128,192 
125,437 
86,463 
North America
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
4,146,833 
4,089,290 
3,802,929 
Segment EBITDA
 
 
 
 
 
 
 
 
547,405 
543,943 
486,831 
Depreciation and amortization
 
 
 
 
 
 
 
 
70,369 
70,434 
65,606 
Europe
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
1,995,455 
1,846,155 
1,259,599 
Segment EBITDA
 
 
 
 
 
 
 
 
200,563 
167,155 
141,756 
Depreciation and amortization
 
 
 
 
 
 
 
 
36,446 
34,391 
20,857 
Specialty
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
1,054,584 
807,015 
 
Segment EBITDA
 
 
 
 
 
 
 
 
106,561 
79,453 
 
Depreciation and amortization
 
 
 
 
 
 
 
 
21,377 
20,612 
 
Intersegment Eliminations
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
(4,239)
(2,396)
 
Third Party |
North America
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
4,145,998 
4,088,701 
3,802,929 
Third Party |
Europe
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
1,995,385 
1,846,155 
1,259,599 
Third Party |
Specialty
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
1,051,250 
805,208 
 
Intersegment |
North America
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
835 
589 
 
Intersegment |
Europe
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
70 
 
 
Intersegment |
Specialty
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
3,334 
1,807 
 
Intersegment |
Intersegment Eliminations
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
$ (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, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Segment Reporting [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Segment EBITDA
 
 
 
 
 
 
 
 
$ 854,529 
$ 790,551 
$ 628,587 
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
19,511 
14,806 
10,173 
Change in fair value of contingent consideration liabilities
 
 
 
 
 
 
 
 
(454)
1,851 
(2,504)
Equity in earnings of unconsolidated subsidiaries
 
 
 
 
 
 
 
 
(6,104)
(2,105)
0 
EBITDA
 
 
 
 
 
 
 
 
828,460 
775,491 
615,910 
Cost of Goods Sold, Depreciation and Amortization
 
 
 
 
 
 
 
 
6,072 
4,718 
5,494 
Depreciation and amortization
 
 
 
 
 
 
 
 
122,120 
120,719 
80,969 
Interest expense, net
 
 
 
 
 
 
 
 
57,342 
63,947 
50,825 
Loss on debt extinguishment
 
 
 
 
 
 
 
 
0 
(324)
(2,795)
Provision for income taxes
 
 
 
 
 
 
 
 
219,703 
204,264 
164,204 
Net income
$ 95,060 
$ 101,346 
$ 119,722 
$ 107,095 
$ 80,469 
$ 91,515 
$ 104,882 
$ 104,653 
$ 423,223 
$ 381,519 
$ 311,623 
Schedule of Capital Expenditures by Reportable Segment (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Segment Reporting Information
 
 
 
Capital Expenditures
$ 170,490 
$ 140,950 
$ 90,186 
North America
 
 
 
Segment Reporting Information
 
 
 
Capital Expenditures
72,048 
86,172 
66,288 
Europe
 
 
 
Segment Reporting Information
 
 
 
Capital Expenditures
79,072 
44,896 
23,898 
Specialty
 
 
 
Segment Reporting Information
 
 
 
Capital Expenditures
$ 19,370 
$ 9,882 
 
Schedule of Assets by Reportable Segment (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Segment Reporting Information
 
 
 
Receivables, net
$ 590,160 
$ 601,422 
$ 458,094 
Inventory
1,556,552 
1,433,847 
1,076,952 
Property and Equipment, net
696,567 
629,987 
546,651 
Other unallocated assets (1)
2,804,558 
2,810,483 
2,356,361 
Total Assets
5,647,837 
5,475,739 
4,438,058 
North America
 
 
 
Segment Reporting Information
 
 
 
Receivables, net
314,743 
322,713 
277,395 
Inventory
847,787 
826,429 
748,167 
Property and Equipment, net
467,961 
456,288 
447,528 
Europe
 
 
 
Segment Reporting Information
 
 
 
Receivables, net
215,710 
227,987 
180,699 
Inventory
427,323 
402,488 
328,785 
Property and Equipment, net
175,455 
128,309 
99,123 
Specialty
 
 
 
Segment Reporting Information
 
 
 
Receivables, net
59,707 
50,722 
0 
Inventory
281,442 
204,930 
0 
Property and Equipment, net
$ 53,151 
$ 45,390 
$ 0 
Schedule of Revenue by Geographic Area (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Revenues from External Customers and Long-Lived Assets
 
 
 
 
 
 
 
 
 
 
 
Revenue
$ 1,748,919 
$ 1,831,732 
$ 1,838,070 
$ 1,773,912 
$ 1,684,131 
$ 1,721,024 
$ 1,709,132 
$ 1,625,777 
$ 7,192,633 
$ 6,740,064 
$ 5,062,528 
United States
 
 
 
 
 
 
 
 
 
 
 
Revenues from External Customers and Long-Lived Assets
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
4,831,875 
4,499,743 
3,544,360 
United Kingdom
 
 
 
 
 
 
 
 
 
 
 
Revenues from External Customers and Long-Lived Assets
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
1,382,432 
1,321,786 
981,585 
Other countries
 
 
 
 
 
 
 
 
 
 
 
Revenues from External Customers and Long-Lived Assets
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
$ 978,326 
$ 918,535 
$ 536,583 
Schedule of Tangible Long-Lived Assets by Geographic Area (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Revenues from External Customers and Long-Lived Assets
 
 
 
Long-lived Assets
$ 696,567 
$ 629,987 
$ 546,651 
United States
 
 
 
Revenues from External Customers and Long-Lived Assets
 
 
 
Long-lived Assets
493,300 
469,450 
 
United Kingdom
 
 
 
Revenues from External Customers and Long-Lived Assets
 
 
 
Long-lived Assets
138,546 
92,813 
 
Other countries
 
 
 
Revenues from External Customers and Long-Lived Assets
 
 
 
Long-lived Assets
$ 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, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Revenue from External Customers
 
 
 
 
 
 
 
 
 
 
 
Revenue
$ 1,748,919 
$ 1,831,732 
$ 1,838,070 
$ 1,773,912 
$ 1,684,131 
$ 1,721,024 
$ 1,709,132 
$ 1,625,777 
$ 7,192,633 
$ 6,740,064 
$ 5,062,528 
Aftermarket, other new and refurbished products
 
 
 
 
 
 
 
 
 
 
 
Revenue from External Customers
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
5,116,373 
4,613,454 
3,034,599 
Recycled, remanufactured and related products and services
 
 
 
 
 
 
 
 
 
 
 
Revenue from External Customers
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
1,597,578 
1,473,305 
1,394,981 
Other
 
 
 
 
 
 
 
 
 
 
 
Revenue from External Customers
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
$ 478,682 
$ 653,305 
$ 632,948 
Selected Quarterly Data Selected Quarterly Data - Additional Information (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Quarterly Financial Information Disclosure [Abstract]
 
 
 
Change in fair value of contingent consideration liabilities
$ (454)
$ 1,851 
$ (2,504)
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, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Quarterly Financial Information Disclosure [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Revenue
$ 1,748,919 
$ 1,831,732 
$ 1,838,070 
$ 1,773,912 
$ 1,684,131 
$ 1,721,024 
$ 1,709,132 
$ 1,625,777 
$ 7,192,633 
$ 6,740,064 
$ 5,062,528 
Gross margin
697,327 
712,779 
723,944 
699,479 
664,559 
664,411 
671,059 
651,884 
2,833,529 
2,651,913 
2,075,402 
Operating income
151,671 
166,745 
200,285 
185,926 
146,250 
156,188 
173,596 
173,834 
704,627 
649,868 
530,180 
Net income
$ 95,060 
$ 101,346 
$ 119,722 
$ 107,095 
$ 80,469 
$ 91,515 
$ 104,882 
$ 104,653 
$ 423,223 
$ 381,519 
$ 311,623 
Basic earnings per share
$ 0.31 
$ 0.33 
$ 0.39 
$ 0.35 
$ 0.27 
$ 0.30 
$ 0.35 
$ 0.35 
 
 
 
Diluted earnings per share
$ 0.31 
$ 0.33 
$ 0.39 
$ 0.35 
$ 0.26 
$ 0.30 
$ 0.34 
$ 0.34 
 
 
 
Condensed Consolidating Balance Sheets (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Current Assets:
 
 
 
 
Cash and equivalents
$ 87,397 
$ 114,605 
$ 150,488 
$ 59,770 
Receivables, net
590,160 
601,422 
458,094 
 
Intercompany receivables, net
0 
0 
 
 
Inventory
1,556,552 
1,433,847 
1,076,952 
 
Prepaid expenses and other current assets
106,603 
85,799 
 
 
Total Current Assets
2,340,712 
2,235,673 
 
 
Property and Equipment, net
696,567 
629,987 
546,651 
 
Intangible Assets:
 
 
 
 
Goodwill
2,319,246 
2,288,895 
1,937,444 
1,690,284 
Other intangibles, net
215,117 
245,525 
 
 
Investment in Subsidiaries
0 
0 
 
 
Intercompany Notes Receivable
0 
0 
 
 
Other Assets
76,195 
75,659 
 
 
Total Assets
5,647,837 
5,475,739 
4,438,058 
 
Current Liabilities:
 
 
 
 
Accounts payable
415,588 
400,202 
 
 
Intercompany payables, net
0 
0 
 
 
Accrued expenses:
 
 
 
 
Accrued payroll-related liabilities
86,527 
86,016 
 
 
Self-insurance reserves
37,800 
36,400 
 
 
Other accrued expenses
124,466 
127,779 
 
 
Other current liabilities
31,596 
32,200 
 
 
Current portion of long-term obligations
56,034 
61,938 
 
 
Total Current Liabilities
751,970 
744,504 
 
 
Current portion of long-term obligations
1,528,668 
1,784,210 
 
 
Intercompany Notes Payable
0 
0 
 
 
Deferred Income Taxes
127,239 
106,938 
 
 
Other Noncurrent Liabilities
125,278 
119,430 
 
 
Stockholders’ Equity
3,114,682 
2,720,657 
2,350,745 
1,964,094 
Total Liabilities and Stockholders’ Equity
5,647,837 
5,475,739 
 
 
Parent
 
 
 
 
Current Assets:
 
 
 
 
Cash and equivalents
17,616 
14,930 
77,926 
18,396 
Receivables, net
0 
145 
 
 
Intercompany receivables, net
3 
1,360 
 
 
Inventory
0 
0 
 
 
Prepaid expenses and other current assets
15,254 
20,640 
 
 
Total Current Assets
32,873 
37,075 
 
 
Property and Equipment, net
339 
494 
 
 
Intangible Assets:
 
 
 
 
Goodwill
0 
0 
 
 
Other intangibles, net
0 
0 
 
 
Investment in Subsidiaries
3,456,837 
3,216,039 
 
 
Intercompany Notes Receivable
630,717 
667,949 
 
 
Other Assets
35,649 
35,380 
 
 
Total Assets
4,156,415 
3,956,937 
 
 
Current Liabilities:
 
 
 
 
Accounts payable
681 
682 
 
 
Intercompany payables, net
0 
0 
 
 
Accrued expenses:
 
 
 
 
Accrued payroll-related liabilities
4,395 
8,075 
 
 
Self-insurance reserves
0 
0 
 
 
Other accrued expenses
5,399 
8,061 
 
 
Other current liabilities
284 
283 
 
 
Current portion of long-term obligations
21,041 
53,595 
 
 
Total Current Liabilities
31,800 
70,696 
 
 
Current portion of long-term obligations
976,353 
1,133,916 
 
 
Intercompany Notes Payable
0 
0 
 
 
Deferred Income Taxes
0 
0 
 
 
Other Noncurrent Liabilities
33,580 
31,668 
 
 
Stockholders’ Equity
3,114,682 
2,720,657 
 
 
Total Liabilities and Stockholders’ Equity
4,156,415 
3,956,937 
 
 
Guarantors
 
 
 
 
Current Assets:
 
 
 
 
Cash and equivalents
13,432 
32,103 
13,693 
18,253 
Receivables, net
214,502 
217,542 
 
 
Intercompany receivables, net
0 
0 
 
 
Inventory
1,060,834 
964,477 
 
 
Prepaid expenses and other current assets
44,810 
36,553 
 
 
Total Current Assets
1,333,578 
1,250,675 
 
 
Property and Equipment, net
494,658 
470,791 
 
 
Intangible Assets:
 
 
 
 
Goodwill
1,640,745 
1,563,796 
 
 
Other intangibles, net
141,537 
155,819 
 
 
Investment in Subsidiaries
285,284 
279,967 
 
 
Intercompany Notes Receivable
61,764 
23,449 
 
 
Other Assets
28,184 
24,457 
 
 
Total Assets
3,985,750 
3,768,954 
 
 
Current Liabilities:
 
 
 
 
Accounts payable
229,519 
182,607 
 
 
Intercompany payables, net
13,544 
8,048 
 
 
Accrued expenses:
 
 
 
 
Accrued payroll-related liabilities
48,698 
48,850 
 
 
Self-insurance reserves
37,499 
36,173 
 
 
Other accrued expenses
43,387 
47,684 
 
 
Other current liabilities
15,953 
16,197 
 
 
Current portion of long-term obligations
1,425 
4,599 
 
 
Total Current Liabilities
390,025 
344,158 
 
 
Current portion of long-term obligations
7,487 
6,561 
 
 
Intercompany Notes Payable
615,488 
649,824 
 
 
Deferred Income Taxes
113,905 
93,877 
 
 
Other Noncurrent Liabilities
70,109 
60,213 
 
 
Stockholders’ Equity
2,788,736 
2,614,321 
 
 
Total Liabilities and Stockholders’ Equity
3,985,750 
3,768,954 
 
 
Non-Guarantors
 
 
 
 
Current Assets:
 
 
 
 
Cash and equivalents
56,349 
67,572 
58,869 
23,121 
Receivables, net
375,658 
383,735 
 
 
Intercompany receivables, net
13,544 
8,048 
 
 
Inventory
495,718 
469,370 
 
 
Prepaid expenses and other current assets
46,539 
28,606 
 
 
Total Current Assets
987,808 
957,331 
 
 
Property and Equipment, net
201,570 
158,702 
 
 
Intangible Assets:
 
 
 
 
Goodwill
678,501 
725,099 
 
 
Other intangibles, net
73,580 
89,706 
 
 
Investment in Subsidiaries
0 
0 
 
 
Intercompany Notes Receivable
0 
0 
 
 
Other Assets
18,218 
22,960 
 
 
Total Assets
1,959,677 
1,953,798 
 
 
Current Liabilities:
 
 
 
 
Accounts payable
185,388 
216,913 
 
 
Intercompany payables, net
3 
1,360 
 
 
Accrued expenses:
 
 
 
 
Accrued payroll-related liabilities
33,434 
29,091 
 
 
Self-insurance reserves
260 
196 
 
 
Other accrued expenses
75,680 
72,034 
 
 
Other current liabilities
15,359 
15,720 
 
 
Current portion of long-term obligations
33,568 
3,744 
 
 
Total Current Liabilities
343,692 
339,058 
 
 
Current portion of long-term obligations
544,828 
643,733 
 
 
Intercompany Notes Payable
76,993 
41,574 
 
 
Deferred Income Taxes
19,190 
20,199 
 
 
Other Noncurrent Liabilities
21,589 
27,549 
 
 
Stockholders’ Equity
953,385 
881,685 
 
 
Total Liabilities and Stockholders’ Equity
1,959,677 
1,953,798 
 
 
Eliminations
 
 
 
 
Current Assets:
 
 
 
 
Cash and equivalents
0 
0 
0 
0 
Receivables, net
0 
0 
 
 
Intercompany receivables, net
(13,547)
(9,408)
 
 
Inventory
0 
0 
 
 
Prepaid expenses and other current assets
0 
0 
 
 
Total Current Assets
(13,547)
(9,408)
 
 
Property and Equipment, net
0 
0 
 
 
Intangible Assets:
 
 
 
 
Goodwill
0 
0 
 
 
Other intangibles, net
0 
0 
 
 
Investment in Subsidiaries
(3,742,121)
(3,496,006)
 
 
Intercompany Notes Receivable
(692,481)
(691,398)
 
 
Other Assets
(5,856)
(7,138)
 
 
Total Assets
(4,454,005)
(4,203,950)
 
 
Current Liabilities:
 
 
 
 
Accounts payable
0 
0 
 
 
Intercompany payables, net
(13,547)
(9,408)
 
 
Accrued expenses:
 
 
 
 
Accrued payroll-related liabilities
0 
0 
 
 
Self-insurance reserves
0 
0 
 
 
Other accrued expenses
0 
0 
 
 
Other current liabilities
0 
0 
 
 
Current portion of long-term obligations
0 
0 
 
 
Total Current Liabilities
(13,547)
(9,408)
 
 
Current portion of long-term obligations
0 
0 
 
 
Intercompany Notes Payable
(692,481)
(691,398)
 
 
Deferred Income Taxes
(5,856)
(7,138)
 
 
Other Noncurrent Liabilities
0 
0 
 
 
Stockholders’ Equity
(3,742,121)
(3,496,006)
 
 
Total Liabilities and Stockholders’ Equity
$ (4,454,005)
$ (4,203,950)
 
 
Condensed Consolidating Statements of Income (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Revenue
$ 1,748,919 
$ 1,831,732 
$ 1,838,070 
$ 1,773,912 
$ 1,684,131 
$ 1,721,024 
$ 1,709,132 
$ 1,625,777 
$ 7,192,633 
$ 6,740,064 
$ 5,062,528 
Cost of goods sold
 
 
 
 
 
 
 
 
4,359,104 
4,088,151 
2,987,126 
Gross margin
697,327 
712,779 
723,944 
699,479 
664,559 
664,411 
671,059 
651,884 
2,833,529 
2,651,913 
2,075,402 
Facility and warehouse expenses
 
 
 
 
 
 
 
 
556,041 
526,291 
425,081 
Distribution expenses
 
 
 
 
 
 
 
 
602,897 
577,341 
431,947 
Selling, general and administrative expenses
 
 
 
 
 
 
 
 
828,333 
762,888 
597,052 
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
19,511 
14,806 
10,173 
Depreciation and amortization
 
 
 
 
 
 
 
 
122,120 
120,719 
80,969 
Operating income
151,671 
166,745 
200,285 
185,926 
146,250 
156,188 
173,596 
173,834 
704,627 
649,868 
530,180 
Other expense (income):
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
 
 
 
 
 
 
 
(57,860)
(64,542)
(51,184)
Intercompany interest (income) expense, net
 
 
 
 
 
 
 
 
0 
0 
0 
Loss on debt extinguishment
 
 
 
 
 
 
 
 
0 
324 
2,795 
Change in fair value of contingent consideration liabilities
 
 
 
 
 
 
 
 
(454)
1,851 
(2,504)
Interest and other income, net
 
 
 
 
 
 
 
 
(2,717)
(1,035)
(2,130)
Total other expense, net
 
 
 
 
 
 
 
 
55,597 
61,980 
54,353 
Income before provision for income taxes
 
 
 
 
 
 
 
 
649,030 
587,888 
475,827 
Provision for income taxes
 
 
 
 
 
 
 
 
219,703 
204,264 
164,204 
Equity in earnings of unconsolidated subsidiaries
 
 
 
 
 
 
 
 
(6,104)
(2,105)
0 
Income (Loss) from Subsidiaries, Net of Tax
 
 
 
 
 
 
 
 
0 
0 
 
Net income
95,060 
101,346 
119,722 
107,095 
80,469 
91,515 
104,882 
104,653 
423,223 
381,519 
311,623 
Parent
 
 
 
 
 
 
 
 
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
0 
0 
0 
Cost of goods sold
 
 
 
 
 
 
 
 
0 
0 
0 
Gross margin
 
 
 
 
 
 
 
 
0 
0 
0 
Facility and warehouse expenses
 
 
 
 
 
 
 
 
0 
0 
0 
Distribution expenses
 
 
 
 
 
 
 
 
0 
0 
0 
Selling, general and administrative expenses
 
 
 
 
 
 
 
 
32,946 
25,770 
26,778 
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
0 
0 
0 
Depreciation and amortization
 
 
 
 
 
 
 
 
154 
218 
250 
Operating income
 
 
 
 
 
 
 
 
(33,100)
(25,988)
(27,028)
Other expense (income):
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
 
 
 
 
 
 
 
(47,626)
(50,636)
(42,442)
Intercompany interest (income) expense, net
 
 
 
 
 
 
 
 
(41,904)
(48,556)
(45,459)
Loss on debt extinguishment
 
 
 
 
 
 
 
 
 
324 
2,795 
Change in fair value of contingent consideration liabilities
 
 
 
 
 
 
 
 
0 
0 
0 
Interest and other income, net
 
 
 
 
 
 
 
 
99 
230 
252 
Total other expense, net
 
 
 
 
 
 
 
 
5,821 
2,634 
30 
Income before provision for income taxes
 
 
 
 
 
 
 
 
(38,921)
(28,622)
(27,058)
Provision for income taxes
 
 
 
 
 
 
 
 
(16,054)
(10,536)
(7,193)
Equity in earnings of unconsolidated subsidiaries
 
 
 
 
 
 
 
 
(1,000)
0 
331,488 
Income (Loss) from Subsidiaries, Net of Tax
 
 
 
 
 
 
 
 
447,090 
399,605 
 
Net income
 
 
 
 
 
 
 
 
423,223 
381,519 
311,623 
Guarantors
 
 
 
 
 
 
 
 
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
4,965,355 
4,649,391 
3,576,269 
Cost of goods sold
 
 
 
 
 
 
 
 
3,010,820 
2,813,427 
2,100,804 
Gross margin
 
 
 
 
 
 
 
 
1,954,535 
1,835,964 
1,475,465 
Facility and warehouse expenses
 
 
 
 
 
 
 
 
408,828 
382,937 
323,042 
Distribution expenses
 
 
 
 
 
 
 
 
408,112 
389,430 
297,908 
Selling, general and administrative expenses
 
 
 
 
 
 
 
 
490,530 
460,516 
377,481 
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
13,962 
8,628 
1,406 
Depreciation and amortization
 
 
 
 
 
 
 
 
82,058 
81,253 
55,802 
Operating income
 
 
 
 
 
 
 
 
551,045 
513,200 
419,826 
Other expense (income):
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
 
 
 
 
 
 
 
(669)
(635)
(640)
Intercompany interest (income) expense, net
 
 
 
 
 
 
 
 
28,944 
23,865 
21,978 
Loss on debt extinguishment
 
 
 
 
 
 
 
 
 
0 
0 
Change in fair value of contingent consideration liabilities
 
 
 
 
 
 
 
 
(230)
2,081 
744 
Interest and other income, net
 
 
 
 
 
 
 
 
(7,644)
(6,278)
(2,858)
Total other expense, net
 
 
 
 
 
 
 
 
22,199 
16,141 
19,016 
Income before provision for income taxes
 
 
 
 
 
 
 
 
528,846 
497,059 
400,810 
Provision for income taxes
 
 
 
 
 
 
 
 
205,176 
190,456 
151,369 
Equity in earnings of unconsolidated subsidiaries
 
 
 
 
 
 
 
 
59 
40 
22,050 
Income (Loss) from Subsidiaries, Net of Tax
 
 
 
 
 
 
 
 
24,632 
28,846 
 
Net income
 
 
 
 
 
 
 
 
348,361 
335,489 
271,491 
Non-Guarantors
 
 
 
 
 
 
 
 
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
2,357,655 
2,221,831 
1,598,832 
Cost of goods sold
 
 
 
 
 
 
 
 
1,478,661 
1,405,882 
998,895 
Gross margin
 
 
 
 
 
 
 
 
878,994 
815,949 
599,937 
Facility and warehouse expenses
 
 
 
 
 
 
 
 
147,213 
143,354 
102,039 
Distribution expenses
 
 
 
 
 
 
 
 
194,785 
187,911 
134,039 
Selling, general and administrative expenses
 
 
 
 
 
 
 
 
304,857 
276,602 
192,793 
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
5,549 
6,178 
8,767 
Depreciation and amortization
 
 
 
 
 
 
 
 
39,908 
39,248 
24,917 
Operating income
 
 
 
 
 
 
 
 
186,682 
162,656 
137,382 
Other expense (income):
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
 
 
 
 
 
 
 
(9,565)
(13,271)
(8,102)
Intercompany interest (income) expense, net
 
 
 
 
 
 
 
 
12,960 
24,691 
23,481 
Loss on debt extinguishment
 
 
 
 
 
 
 
 
 
0 
0 
Change in fair value of contingent consideration liabilities
 
 
 
 
 
 
 
 
(224)
(230)
(3,248)
Interest and other income, net
 
 
 
 
 
 
 
 
4,828 
5,013 
476 
Total other expense, net
 
 
 
 
 
 
 
 
27,577 
43,205 
35,307 
Income before provision for income taxes
 
 
 
 
 
 
 
 
159,105 
119,451 
102,075 
Provision for income taxes
 
 
 
 
 
 
 
 
30,581 
24,344 
20,028 
Equity in earnings of unconsolidated subsidiaries
 
 
 
 
 
 
 
 
(5,163)
(2,145)
0 
Income (Loss) from Subsidiaries, Net of Tax
 
 
 
 
 
 
 
 
0 
0 
 
Net income
 
 
 
 
 
 
 
 
123,361 
92,962 
82,047 
Eliminations
 
 
 
 
 
 
 
 
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
 
(130,377)
(131,158)
(112,573)
Cost of goods sold
 
 
 
 
 
 
 
 
(130,377)
(131,158)
(112,573)
Gross margin
 
 
 
 
 
 
 
 
0 
0 
0 
Facility and warehouse expenses
 
 
 
 
 
 
 
 
0 
0 
0 
Distribution expenses
 
 
 
 
 
 
 
 
0 
0 
0 
Selling, general and administrative expenses
 
 
 
 
 
 
 
 
0 
0 
0 
Restructuring and acquisition related expenses
 
 
 
 
 
 
 
 
0 
0 
0 
Depreciation and amortization
 
 
 
 
 
 
 
 
0 
0 
0 
Operating income
 
 
 
 
 
 
 
 
0 
0 
0 
Other expense (income):
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
 
 
 
 
 
 
 
0 
0 
0 
Intercompany interest (income) expense, net
 
 
 
 
 
 
 
 
0 
0 
0 
Loss on debt extinguishment
 
 
 
 
 
 
 
 
 
0 
0 
Change in fair value of contingent consideration liabilities
 
 
 
 
 
 
 
 
0 
0 
0 
Interest and other income, net
 
 
 
 
 
 
 
 
0 
0 
0 
Total other expense, net
 
 
 
 
 
 
 
 
0 
0 
0 
Income before provision for income taxes
 
 
 
 
 
 
 
 
0 
0 
0 
Provision for income taxes
 
 
 
 
 
 
 
 
0 
0 
0 
Equity in earnings of unconsolidated subsidiaries
 
 
 
 
 
 
 
 
0 
0 
(353,538)
Income (Loss) from Subsidiaries, Net of Tax
 
 
 
 
 
 
 
 
(471,722)
(428,451)
 
Net income
 
 
 
 
 
 
 
 
$ (471,722)
$ (428,451)
$ (353,538)
Condensed Consolidating Statements of Comprehensive Income (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net income
$ 95,060 
$ 101,346 
$ 119,722 
$ 107,095 
$ 80,469 
$ 91,515 
$ 104,882 
$ 104,653 
$ 423,223 
$ 381,519 
$ 311,623 
Other comprehensive income, net of tax:
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation
 
 
 
 
 
 
 
 
(69,817)
(51,979)
14,056 
Net change in unrecognized gains/losses on derivative instruments, net of tax
 
 
 
 
 
 
 
 
2,469 
2,195 
4,495 
Unrealized gain on pension plan, net of tax
 
 
 
 
 
 
 
 
2,103 
(10,452)
701 
Total other comprehensive (loss) income
 
 
 
 
 
 
 
 
(65,245)
(60,236)
19,252 
Total comprehensive income
 
 
 
 
 
 
 
 
357,978 
321,283 
330,875 
Parent
 
 
 
 
 
 
 
 
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
 
 
 
 
423,223 
381,519 
311,623 
Other comprehensive income, net of tax:
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation
 
 
 
 
 
 
 
 
(69,817)
(51,979)
14,056 
Net change in unrecognized gains/losses on derivative instruments, net of tax
 
 
 
 
 
 
 
 
2,469 
2,195 
4,495 
Unrealized gain on pension plan, net of tax
 
 
 
 
 
 
 
 
2,103 
(10,452)
701 
Total other comprehensive (loss) income
 
 
 
 
 
 
 
 
(65,245)
(60,236)
19,252 
Total comprehensive income
 
 
 
 
 
 
 
 
357,978 
321,283 
330,875 
Guarantors
 
 
 
 
 
 
 
 
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
 
 
 
 
348,361 
335,489 
271,491 
Other comprehensive income, net of tax:
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation
 
 
 
 
 
 
 
 
(20,359)
(17,710)
7,168 
Net change in unrecognized gains/losses on derivative instruments, net of tax
 
 
 
 
 
 
 
 
0 
0 
0 
Unrealized gain on pension plan, net of tax
 
 
 
 
 
 
 
 
0 
0 
0 
Total other comprehensive (loss) income
 
 
 
 
 
 
 
 
(20,359)
(17,710)
7,168 
Total comprehensive income
 
 
 
 
 
 
 
 
328,002 
317,779 
278,659 
Non-Guarantors
 
 
 
 
 
 
 
 
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
 
 
 
 
123,361 
92,962 
82,047 
Other comprehensive income, net of tax:
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation
 
 
 
 
 
 
 
 
(65,878)
(49,559)
15,495 
Net change in unrecognized gains/losses on derivative instruments, net of tax
 
 
 
 
 
 
 
 
294 
(444)
1,322 
Unrealized gain on pension plan, net of tax
 
 
 
 
 
 
 
 
2,103 
(10,452)
701 
Total other comprehensive (loss) income
 
 
 
 
 
 
 
 
(63,481)
(60,455)
17,518 
Total comprehensive income
 
 
 
 
 
 
 
 
59,880 
32,507 
99,565 
Eliminations
 
 
 
 
 
 
 
 
 
 
 
Condensed Financial Statements, Captions [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
 
 
 
 
(471,722)
(428,451)
(353,538)
Other comprehensive income, net of tax:
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation
 
 
 
 
 
 
 
 
86,237 
67,269 
(22,663)
Net change in unrecognized gains/losses on derivative instruments, net of tax
 
 
 
 
 
 
 
 
(294)
444 
(1,322)
Unrealized gain on pension plan, net of tax
 
 
 
 
 
 
 
 
(2,103)
10,452 
(701)
Total other comprehensive (loss) income
 
 
 
 
 
 
 
 
83,840 
78,165 
(24,686)
Total comprehensive income
 
 
 
 
 
 
 
 
$ (387,882)
$ (350,286)
$ (378,224)
Condensed Consolidating Statements of Cash Flows (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net cash provided by operating activities
$ 529,837 
$ 370,897 
$ 428,056 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchases of property and equipment
(170,490)
(140,950)
(90,186)
Investment and intercompany note activity with subsidiaries
0 
0 
0 
Acquisitions, net of cash acquired
(160,517)
(775,921)
(408,384)
Payments for (Proceeds from) Other Investing Activities
1,014 
(4,123)
(7,036)
Net cash used in investing activities
(329,993)
(920,994)
(505,606)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Proceeds from exercise of stock options
8,168 
9,324 
15,392 
Excess tax benefit from stock-based payments
14,445 
17,814 
18,348 
Taxes paid related to net share settlements of stock-based compensation awards
(7,581)
(443)
0 
Debt issuance costs
(97)
(3,750)
(16,940)
Proceeds from issuance of senior notes
0 
0 
600,000 
Borrowings under revolving credit facilities
313,142 
1,587,644 
437,023 
Repayments under revolving credit facilities
(445,282)
(1,098,518)
(748,086)
Borrowings under term loans
0 
11,250 
35,000 
Repayments under term loans
(22,500)
(16,875)
(16,875)
Borrowings under receivables securitization facility
3,858 
95,050 
41,500 
Repayments under receivables securitization facility
(35,758)
(150)
(121,500)
Repayments of other long-term debt
(29,696)
(40,051)
(45,062)
Payments of other obligations
(22,791)
(41,992)
(32,859)
Proceeds from (Payments for) Other Financing Activities
0 
(300)
0 
Investment and intercompany note activity with parent
0 
0 
0 
Dividends
0 
0 
0 
Net cash (used in) provided by financing activities
(224,092)
519,003 
165,941 
Effect of exchange rate changes on cash and equivalents
(2,960)
(4,789)
2,327 
Net (decrease) increase in cash and equivalents
(27,208)
(35,883)
90,718 
Cash and equivalents, beginning of period
114,605 
150,488 
59,770 
Cash and equivalents, end of period
87,397 
114,605 
150,488 
Parent
 
 
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net cash provided by operating activities
248,367 
271,221 
160,620 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchases of property and equipment
(1)
(44)
0 
Investment and intercompany note activity with subsidiaries
(66,712)
(477,007)
(434,172)
Acquisitions, net of cash acquired
0 
0 
0 
Payments for (Proceeds from) Other Investing Activities
0 
0 
0 
Net cash used in investing activities
(66,713)
(477,051)
(434,172)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Proceeds from exercise of stock options
8,168 
9,324 
15,392 
Excess tax benefit from stock-based payments
14,445 
17,814 
18,348 
Taxes paid related to net share settlements of stock-based compensation awards
(7,581)
(443)
 
Debt issuance costs
0 
(3,675)
(16,858)
Proceeds from issuance of senior notes
 
 
600,000 
Borrowings under revolving credit facilities
212,000 
867,000 
315,000 
Repayments under revolving credit facilities
(352,000)
(727,000)
(616,000)
Borrowings under term loans
 
11,250 
35,000 
Repayments under term loans
(22,500)
(16,875)
(16,875)
Borrowings under receivables securitization facility
0 
0 
0 
Repayments under receivables securitization facility
0 
0 
0 
Repayments of other long-term debt
(31,500)
(1,921)
(925)
Payments of other obligations
0 
0 
0 
Proceeds from (Payments for) Other Financing Activities
 
(12,640)
 
Investment and intercompany note activity with parent
0 
0 
0 
Dividends
0 
0 
0 
Net cash (used in) provided by financing activities
(178,968)
142,834 
333,082 
Effect of exchange rate changes on cash and equivalents
0 
0 
0 
Net (decrease) increase in cash and equivalents
2,686 
(62,996)
59,530 
Cash and equivalents, beginning of period
14,930 
77,926 
18,396 
Cash and equivalents, end of period
17,616 
14,930 
77,926 
Guarantors
 
 
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net cash provided by operating activities
393,422 
427,249 
260,567 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchases of property and equipment
(85,868)
(85,182)
(57,219)
Investment and intercompany note activity with subsidiaries
0 
(608)
(84,894)
Acquisitions, net of cash acquired
(118,963)
(635,171)
(33,436)
Payments for (Proceeds from) Other Investing Activities
5,446 
768 
1,191 
Net cash used in investing activities
(199,385)
(720,193)
(174,358)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Proceeds from exercise of stock options
0 
0 
0 
Excess tax benefit from stock-based payments
0 
0 
0 
Taxes paid related to net share settlements of stock-based compensation awards
0 
0 
 
Debt issuance costs
0 
0 
0 
Proceeds from issuance of senior notes
 
 
0 
Borrowings under revolving credit facilities
0 
0 
0 
Repayments under revolving credit facilities
0 
0 
0 
Borrowings under term loans
 
0 
0 
Repayments under term loans
0 
0 
0 
Borrowings under receivables securitization facility
0 
0 
0 
Repayments under receivables securitization facility
0 
0 
0 
Repayments of other long-term debt
(3,457)
(2,310)
(8,930)
Payments of other obligations
(21,896)
(464)
(473)
Proceeds from (Payments for) Other Financing Activities
 
12,340 
 
Investment and intercompany note activity with parent
(60,910)
(576,384)
(38,446)
Dividends
(248,313)
(274,225)
(119,812)
Net cash (used in) provided by financing activities
(212,756)
311,725 
(90,769)
Effect of exchange rate changes on cash and equivalents
48 
(371)
0 
Net (decrease) increase in cash and equivalents
(18,671)
18,410 
(4,560)
Cash and equivalents, beginning of period
32,103 
13,693 
18,253 
Cash and equivalents, end of period
13,432 
32,103 
13,693 
Non-Guarantors
 
 
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net cash provided by operating activities
136,361 
(53,348)
126,681 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchases of property and equipment
(84,621)
(55,724)
(32,967)
Investment and intercompany note activity with subsidiaries
0 
0 
0 
Acquisitions, net of cash acquired
(41,554)
(140,750)
(374,948)
Payments for (Proceeds from) Other Investing Activities
(4,432)
(4,891)
(8,227)
Net cash used in investing activities
(130,607)
(201,365)
(416,142)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Proceeds from exercise of stock options
0 
0 
0 
Excess tax benefit from stock-based payments
0 
0 
0 
Taxes paid related to net share settlements of stock-based compensation awards
0 
0 
 
Debt issuance costs
(97)
(75)
(82)
Proceeds from issuance of senior notes
 
 
0 
Borrowings under revolving credit facilities
101,142 
720,644 
122,023 
Repayments under revolving credit facilities
(93,282)
(371,518)
(132,086)
Borrowings under term loans
 
0 
0 
Repayments under term loans
0 
0 
0 
Borrowings under receivables securitization facility
3,858 
95,050 
41,500 
Repayments under receivables securitization facility
(35,758)
(150)
(121,500)
Repayments of other long-term debt
5,261 
(35,820)
(35,207)
Payments of other obligations
(895)
(41,528)
(32,386)
Proceeds from (Payments for) Other Financing Activities
 
0 
 
Investment and intercompany note activity with parent
(5,802)
98,769 
(480,620)
Dividends
0 
0 
0 
Net cash (used in) provided by financing activities
(13,969)
267,834 
322,882 
Effect of exchange rate changes on cash and equivalents
(3,008)
(4,418)
2,327 
Net (decrease) increase in cash and equivalents
(11,223)
8,703 
35,748 
Cash and equivalents, beginning of period
67,572 
58,869 
23,121 
Cash and equivalents, end of period
56,349 
67,572 
58,869 
Eliminations
 
 
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net cash provided by operating activities
(248,313)
(274,225)
(119,812)
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchases of property and equipment
0 
0 
0 
Investment and intercompany note activity with subsidiaries
66,712 
477,615 
519,066 
Acquisitions, net of cash acquired
0 
0 
0 
Payments for (Proceeds from) Other Investing Activities
0 
0 
0 
Net cash used in investing activities
66,712 
477,615 
519,066 
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Proceeds from exercise of stock options
0 
0 
0 
Excess tax benefit from stock-based payments
0 
0 
0 
Taxes paid related to net share settlements of stock-based compensation awards
0 
0 
 
Debt issuance costs
0 
0 
0 
Proceeds from issuance of senior notes
 
 
0 
Borrowings under revolving credit facilities
0 
0 
0 
Repayments under revolving credit facilities
0 
0 
0 
Borrowings under term loans
 
0 
0 
Repayments under term loans
0 
0 
0 
Borrowings under receivables securitization facility
0 
0 
0 
Repayments under receivables securitization facility
0 
0 
0 
Repayments of other long-term debt
0 
0 
0 
Payments of other obligations
0 
0 
0 
Proceeds from (Payments for) Other Financing Activities
 
0 
 
Investment and intercompany note activity with parent
66,712 
477,615 
519,066 
Dividends
248,313 
274,225 
119,812 
Net cash (used in) provided by financing activities
181,601 
(203,390)
(399,254)
Effect of exchange rate changes on cash and equivalents
0 
0 
0 
Net (decrease) increase in cash and equivalents
0 
0 
0 
Cash and equivalents, beginning of period
0 
0 
0 
Cash and equivalents, end of period
$ 0 
$ 0 
$ 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, 2015
Dec. 31, 2014
Dec. 31, 2013
Allowance for Doubtful Accounts
 
 
 
Movement in Valuation Allowances and Reserves [Roll Forward]
 
 
 
Balance at Beginning of Period
$ 19,426 
$ 14,360 
$ 9,470 
Additions Charged to Costs and Expenses
13,654 
9,814 
7,148 
Deductions
(9,486)
(9,184)
(5,891)
Acquisitions and Other
989 
4,436 
3,633 
Balance at End of Period
24,583 
19,426 
14,360 
Allowance for Estimated Returns, Discounts & Allowances
 
 
 
Movement in Valuation Allowances and Reserves [Roll Forward]
 
 
 
Balance at Beginning of Period
31,288 
26,636 
24,692 
Additions Charged to Costs and Expenses
1,049,987 
955,615 
797,380 
Deductions
(1,051,439)
(961,658)
(796,261)
Acquisitions and Other
2,938 
10,695 
825 
Balance at End of Period
$ 32,774 
$ 31,288 
$ 26,636