|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
|
|
36-4215970
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
500 WEST MADISON STREET,
SUITE 2800, CHICAGO, IL
|
|
60661
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
x
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
|
LKQ CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
|
|||||||
|
September 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and equivalents
|
$
|
271,851
|
|
|
$
|
87,397
|
|
Receivables, net
|
959,321
|
|
|
590,160
|
|
||
Inventories, net
|
1,912,568
|
|
|
1,556,552
|
|
||
Prepaid expenses and other current assets
|
151,801
|
|
|
106,603
|
|
||
Total Current Assets
|
3,295,541
|
|
|
2,340,712
|
|
||
Property, Plant and Equipment, net
|
1,023,707
|
|
|
696,567
|
|
||
Intangible Assets:
|
|
|
|
||||
Goodwill
|
3,117,150
|
|
|
2,319,246
|
|
||
Other intangibles, net
|
619,246
|
|
|
215,117
|
|
||
Other Assets
|
148,308
|
|
|
76,195
|
|
||
Total Assets
|
$
|
8,203,952
|
|
|
$
|
5,647,837
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
682,719
|
|
|
$
|
415,588
|
|
Accrued expenses:
|
|
|
|
||||
Accrued payroll-related liabilities
|
106,544
|
|
|
86,527
|
|
||
Other accrued expenses
|
238,302
|
|
|
162,225
|
|
||
Other current liabilities
|
46,814
|
|
|
31,596
|
|
||
Current portion of long-term obligations
|
74,829
|
|
|
56,034
|
|
||
Total Current Liabilities
|
1,149,208
|
|
|
751,970
|
|
||
Long-Term Obligations, Excluding Current Portion
|
3,189,345
|
|
|
1,528,668
|
|
||
Deferred Income Taxes
|
226,682
|
|
|
127,239
|
|
||
Other Noncurrent Liabilities
|
211,440
|
|
|
125,278
|
|
||
Commitments and Contingencies
|
|
|
|
||||
Stockholders’ Equity:
|
|
|
|
||||
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 307,487,198 and 305,574,384 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively
|
3,074
|
|
|
3,055
|
|
||
Additional paid-in capital
|
1,110,841
|
|
|
1,090,713
|
|
||
Retained earnings
|
2,504,028
|
|
|
2,126,384
|
|
||
Accumulated other comprehensive loss
|
(190,666
|
)
|
|
(105,470
|
)
|
||
Total Stockholders’ Equity
|
3,427,277
|
|
|
3,114,682
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
8,203,952
|
|
|
$
|
5,647,837
|
|
LKQ CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Income
(In thousands, except per share data)
|
|||||||||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue
|
$
|
2,386,830
|
|
|
$
|
1,831,732
|
|
|
$
|
6,758,999
|
|
|
$
|
5,443,714
|
|
Cost of goods sold
|
1,503,418
|
|
|
1,118,953
|
|
|
4,193,203
|
|
|
3,307,512
|
|
||||
Gross margin
|
883,412
|
|
|
712,779
|
|
|
2,565,796
|
|
|
2,136,202
|
|
||||
Facility and warehouse expenses
|
183,048
|
|
|
143,918
|
|
|
519,323
|
|
|
412,954
|
|
||||
Distribution expenses
|
172,566
|
|
|
158,768
|
|
|
509,240
|
|
|
450,521
|
|
||||
Selling, general and administrative expenses
|
263,372
|
|
|
207,887
|
|
|
735,843
|
|
|
616,924
|
|
||||
Restructuring and acquisition related expenses
|
8,412
|
|
|
4,578
|
|
|
32,303
|
|
|
12,729
|
|
||||
Depreciation and amortization
|
53,016
|
|
|
30,883
|
|
|
137,233
|
|
|
90,118
|
|
||||
Operating income
|
202,998
|
|
|
166,745
|
|
|
631,854
|
|
|
552,956
|
|
||||
Other expense (income):
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
27,059
|
|
|
14,722
|
|
|
68,032
|
|
|
44,250
|
|
||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
26,650
|
|
|
—
|
|
||||
Gains on foreign exchange contracts - acquisition related
|
—
|
|
|
—
|
|
|
(18,342
|
)
|
|
—
|
|
||||
Other income, net
|
(3,279
|
)
|
|
(2,928
|
)
|
|
(4,829
|
)
|
|
(912
|
)
|
||||
Total other expense, net
|
23,780
|
|
|
11,794
|
|
|
71,511
|
|
|
43,338
|
|
||||
Income before provision for income taxes
|
179,218
|
|
|
154,951
|
|
|
560,343
|
|
|
509,618
|
|
||||
Provision for income taxes
|
56,797
|
|
|
52,475
|
|
|
182,751
|
|
|
177,255
|
|
||||
Equity in earnings of unconsolidated subsidiaries
|
267
|
|
|
(1,130
|
)
|
|
52
|
|
|
(4,200
|
)
|
||||
Net income
|
$
|
122,688
|
|
|
$
|
101,346
|
|
|
$
|
377,644
|
|
|
$
|
328,163
|
|
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.40
|
|
|
$
|
0.33
|
|
|
$
|
1.23
|
|
|
$
|
1.08
|
|
Diluted
|
$
|
0.40
|
|
|
$
|
0.33
|
|
|
$
|
1.22
|
|
|
$
|
1.07
|
|
Unaudited Condensed Consolidated Statements of Comprehensive Income
(In thousands)
|
|||||||||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
122,688
|
|
|
$
|
101,346
|
|
|
$
|
377,644
|
|
|
$
|
328,163
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation
|
(12,317
|
)
|
|
(33,458
|
)
|
|
(85,434
|
)
|
|
(43,758
|
)
|
||||
Net change in unrecognized gains/losses on derivative instruments, net of tax
|
3,059
|
|
|
612
|
|
|
(123
|
)
|
|
1,813
|
|
||||
Net change in unrealized gains/losses on pension plans, net of tax
|
94
|
|
|
(25
|
)
|
|
361
|
|
|
82
|
|
||||
Total other comprehensive income (loss)
|
(9,164
|
)
|
|
(32,871
|
)
|
|
(85,196
|
)
|
|
(41,863
|
)
|
||||
Total comprehensive income
|
$
|
113,524
|
|
|
$
|
68,475
|
|
|
$
|
292,448
|
|
|
$
|
286,300
|
|
LKQ CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Stockholders’ Equity
(In thousands)
|
||||||||||||||||||||||
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
Shares
Issued
|
|
Amount
|
|
||||||||||||||||||
BALANCE, January 1, 2016
|
305,574
|
|
|
$
|
3,055
|
|
|
$
|
1,090,713
|
|
|
$
|
2,126,384
|
|
|
$
|
(105,470
|
)
|
|
$
|
3,114,682
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
377,644
|
|
|
—
|
|
|
377,644
|
|
|||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85,196
|
)
|
|
(85,196
|
)
|
|||||
Restricted stock units vested, net of shares withheld for employee tax
|
846
|
|
|
8
|
|
|
(4,448
|
)
|
|
—
|
|
|
—
|
|
|
(4,440
|
)
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
17,062
|
|
|
—
|
|
|
—
|
|
|
17,062
|
|
|||||
Exercise of stock options
|
1,067
|
|
|
11
|
|
|
7,514
|
|
|
—
|
|
|
—
|
|
|
7,525
|
|
|||||
BALANCE, September 30, 2016
|
307,487
|
|
|
$
|
3,074
|
|
|
$
|
1,110,841
|
|
|
$
|
2,504,028
|
|
|
$
|
(190,666
|
)
|
|
$
|
3,427,277
|
|
Note 1.
|
Interim Financial Statements
|
Note 2.
|
Business Combinations
|
|
Nine Months Ended
|
|
Year Ended
|
||||||||||||||||
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||||||
|
Rhiag
|
|
PGW
|
|
Other Acquisitions
|
|
Total
|
|
All Acquisitions
|
||||||||||
Receivables
|
$
|
230,670
|
|
|
$
|
136,523
|
|
|
$
|
9,924
|
|
|
$
|
377,117
|
|
|
$
|
29,628
|
|
Receivable reserves
|
(28,242
|
)
|
|
(6,146
|
)
|
|
(780
|
)
|
|
(35,168
|
)
|
|
(3,926
|
)
|
|||||
Inventories, net
(1)
|
239,529
|
|
|
169,159
|
|
|
12,690
|
|
|
421,378
|
|
|
79,646
|
|
|||||
Prepaid expenses and other current assets
|
10,822
|
|
|
42,573
|
|
|
2,027
|
|
|
55,422
|
|
|
3,337
|
|
|||||
Property, plant and equipment
|
58,062
|
|
|
225,712
|
|
|
3,736
|
|
|
287,510
|
|
|
11,989
|
|
|||||
Goodwill
|
581,777
|
|
|
221,571
|
|
|
30,069
|
|
|
833,417
|
|
|
92,175
|
|
|||||
Other intangibles
|
429,460
|
|
|
35,054
|
|
|
30
|
|
|
464,544
|
|
|
9,926
|
|
|||||
Other assets
|
2,092
|
|
|
57,672
|
|
|
(288
|
)
|
|
59,476
|
|
|
5,166
|
|
|||||
Deferred income taxes
|
(109,833
|
)
|
|
2,024
|
|
|
(306
|
)
|
|
(108,115
|
)
|
|
4,102
|
|
|||||
Current liabilities assumed
|
(238,375
|
)
|
|
(167,520
|
)
|
|
(13,022
|
)
|
|
(418,917
|
)
|
|
(39,191
|
)
|
|||||
Debt assumed
|
(550,843
|
)
|
|
(4,027
|
)
|
|
(1,734
|
)
|
|
(556,604
|
)
|
|
(2,365
|
)
|
|||||
Other noncurrent liabilities assumed
|
(23,112
|
)
|
|
(50,847
|
)
|
|
—
|
|
|
(73,959
|
)
|
|
(2,651
|
)
|
|||||
Other purchase price obligations
|
—
|
|
|
—
|
|
|
(2,991
|
)
|
|
(2,991
|
)
|
|
(21,199
|
)
|
|||||
Notes issued
|
—
|
|
|
—
|
|
|
(1,360
|
)
|
|
(1,360
|
)
|
|
(4,296
|
)
|
|||||
Settlement of pre-existing balances
|
(591
|
)
|
|
—
|
|
|
(32
|
)
|
|
(623
|
)
|
|
(1,073
|
)
|
|||||
Cash used in acquisitions, net of cash acquired
|
$
|
601,416
|
|
|
$
|
661,748
|
|
|
$
|
37,963
|
|
|
$
|
1,301,127
|
|
|
$
|
161,268
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue, as reported
|
$
|
2,386,830
|
|
|
$
|
1,831,732
|
|
|
$
|
6,758,999
|
|
|
$
|
5,443,714
|
|
Revenue of purchased businesses for the period prior to acquisition:
|
|
|
|
|
|
|
|
||||||||
Rhiag
|
—
|
|
|
256,479
|
|
|
213,376
|
|
|
738,364
|
|
||||
PGW
|
—
|
|
|
281,004
|
|
|
328,000
|
|
|
818,389
|
|
||||
Other acquisitions
|
5,551
|
|
|
48,061
|
|
|
44,763
|
|
|
269,402
|
|
||||
Pro forma revenue
|
$
|
2,392,381
|
|
|
$
|
2,417,276
|
|
|
$
|
7,345,138
|
|
|
$
|
7,269,869
|
|
|
|
|
|
|
|
|
|
||||||||
Net income, as reported
|
$
|
122,688
|
|
|
$
|
101,346
|
|
|
$
|
377,644
|
|
|
$
|
328,163
|
|
Net income of purchased businesses for the period prior to acquisition, and pro forma purchase accounting adjustments:
|
|
|
|
|
|
|
|
||||||||
Rhiag
|
—
|
|
|
5,091
|
|
|
(447
|
)
|
|
9,670
|
|
||||
PGW
|
—
|
|
|
8,466
|
|
|
13,573
|
|
|
11,121
|
|
||||
Other acquisitions
|
239
|
|
|
(32
|
)
|
|
2,467
|
|
|
6,755
|
|
||||
Acquisition related expenses, net of tax
(2)
|
375
|
|
|
636
|
|
|
10,781
|
|
|
1,440
|
|
||||
Pro forma net income
|
$
|
123,302
|
|
|
$
|
115,507
|
|
|
$
|
404,018
|
|
|
$
|
357,149
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share, basic—as reported
|
$
|
0.40
|
|
|
$
|
0.33
|
|
|
$
|
1.23
|
|
|
$
|
1.08
|
|
Effect of purchased businesses for the period prior to acquisition:
|
|
|
|
|
|
|
|
||||||||
Rhiag
|
—
|
|
|
0.02
|
|
|
0.00
|
|
|
0.03
|
|
||||
PGW
|
—
|
|
|
0.03
|
|
|
0.04
|
|
|
0.04
|
|
||||
Other acquisitions
|
0.00
|
|
|
0.00
|
|
|
0.01
|
|
|
0.02
|
|
||||
Acquisition related expenses, net of tax
(2)
|
0.00
|
|
|
0.00
|
|
|
0.04
|
|
|
0.00
|
|
||||
Pro forma earnings per share, basic
(1)
|
$
|
0.40
|
|
|
$
|
0.38
|
|
|
$
|
1.32
|
|
|
$
|
1.17
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share, diluted—as reported
|
$
|
0.40
|
|
|
$
|
0.33
|
|
|
$
|
1.22
|
|
|
$
|
1.07
|
|
Effect of purchased businesses for the period prior to acquisition:
|
|
|
|
|
|
|
|
||||||||
Rhiag
|
—
|
|
|
0.02
|
|
|
0.00
|
|
|
0.03
|
|
||||
PGW
|
—
|
|
|
0.03
|
|
|
0.04
|
|
|
0.04
|
|
||||
Other acquisitions
|
0.00
|
|
|
0.00
|
|
|
0.01
|
|
|
0.02
|
|
||||
Acquisition related expenses, net of tax
(2)
|
0.00
|
|
|
0.00
|
|
|
0.03
|
|
|
0.00
|
|
||||
Pro forma earnings per share, diluted
(1)
|
$
|
0.40
|
|
|
$
|
0.38
|
|
|
$
|
1.30
|
|
|
$
|
1.16
|
|
Note 3.
|
Financial Statement Information
|
|
September 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Aftermarket and refurbished products
|
$
|
1,450,981
|
|
|
$
|
1,146,162
|
|
Salvage and remanufactured products
|
386,688
|
|
|
410,390
|
|
||
Glass manufacturing products
(1)
|
74,899
|
|
|
—
|
|
||
Total inventories, net
|
$
|
1,912,568
|
|
|
$
|
1,556,552
|
|
|
North America
|
|
Europe
|
|
Specialty
|
|
Glass
|
|
Total
|
||||||||||
Balance as of January 1, 2016
|
$
|
1,445,850
|
|
|
$
|
594,482
|
|
|
$
|
278,914
|
|
|
$
|
—
|
|
|
$
|
2,319,246
|
|
Business acquisitions and adjustments to previously recorded goodwill
|
2,304
|
|
|
605,877
|
|
|
3,665
|
|
|
221,571
|
|
|
833,417
|
|
|||||
Exchange rate effects
|
1,989
|
|
|
(36,608
|
)
|
|
(294
|
)
|
|
(600
|
)
|
|
(35,513
|
)
|
|||||
Balance as of September 30, 2016
|
$
|
1,450,143
|
|
|
$
|
1,163,751
|
|
|
$
|
282,285
|
|
|
$
|
220,971
|
|
|
$
|
3,117,150
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Trade names and trademarks
|
$
|
300,248
|
|
|
$
|
(52,995
|
)
|
|
$
|
247,253
|
|
|
$
|
172,219
|
|
|
$
|
(43,458
|
)
|
|
$
|
128,761
|
|
Customer and supplier relationships
|
412,711
|
|
|
(77,914
|
)
|
|
334,797
|
|
|
95,508
|
|
|
(41,007
|
)
|
|
54,501
|
|
||||||
Software and other technology related assets
|
59,349
|
|
|
(27,131
|
)
|
|
32,218
|
|
|
44,500
|
|
|
(17,844
|
)
|
|
26,656
|
|
||||||
Covenants not to compete
|
11,795
|
|
|
(6,817
|
)
|
|
4,978
|
|
|
10,774
|
|
|
(5,575
|
)
|
|
5,199
|
|
||||||
|
$
|
784,103
|
|
|
$
|
(164,857
|
)
|
|
$
|
619,246
|
|
|
$
|
323,001
|
|
|
$
|
(107,884
|
)
|
|
$
|
215,117
|
|
|
Gross Amount
|
||||||
|
Rhiag
|
|
PGW
|
||||
Trade names and trademarks
|
$
|
127,351
|
|
|
$
|
4,700
|
|
Customer and supplier relationships
|
291,893
|
|
|
27,700
|
|
||
Software and other technology related assets
|
10,216
|
|
|
1,054
|
|
||
Covenants not to compete
|
—
|
|
|
1,600
|
|
||
|
$
|
429,460
|
|
|
$
|
35,054
|
|
Balance as of January 1, 2016
|
$
|
17,363
|
|
Warranty expense
|
23,789
|
|
|
Warranty claims
|
(21,917
|
)
|
|
Balance as of September 30, 2016
|
$
|
19,235
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 31,
2016 |
|
June 30,
2016 |
|
September 30,
2016 |
|
September 30,
2016 |
||||||||
Net Income
|
|
|
|
|
|
|
|
||||||||
Prior to adoption of ASU 2016-09
|
$
|
107,732
|
|
|
$
|
140,737
|
|
|
$
|
117,704
|
|
|
$
|
366,173
|
|
Adjustment - adoption of ASU 2016-09
|
4,439
|
|
|
2,048
|
|
|
4,984
|
|
|
11,471
|
|
||||
As adjusted
|
$
|
112,171
|
|
|
$
|
142,785
|
|
|
$
|
122,688
|
|
|
$
|
377,644
|
|
|
|
|
|
|
|
|
|
||||||||
Basic Earnings per Share
(1)
|
|
|
|
|
|
|
|
||||||||
Prior to adoption of ASU 2016-09
|
$
|
0.35
|
|
|
$
|
0.46
|
|
|
$
|
0.38
|
|
|
$
|
1.19
|
|
Adjustment - adoption of ASU 2016-09
|
0.02
|
|
|
0.01
|
|
|
0.02
|
|
|
0.04
|
|
||||
As adjusted
|
$
|
0.37
|
|
|
$
|
0.47
|
|
|
$
|
0.40
|
|
|
$
|
1.23
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted Earnings per Share
(1)
|
|
|
|
|
|
|
|
||||||||
Prior to adoption of ASU 2016-09
|
$
|
0.35
|
|
|
$
|
0.46
|
|
|
$
|
0.38
|
|
|
$
|
1.18
|
|
Adjustment - adoption of ASU 2016-09
|
0.01
|
|
|
0.00
|
|
|
0.02
|
|
|
0.04
|
|
||||
As adjusted
|
$
|
0.36
|
|
|
$
|
0.46
|
|
|
$
|
0.40
|
|
|
$
|
1.22
|
|
Note 4.
|
Restructuring and Acquisition Related Expenses
|
Note 5.
|
Stock-Based Compensation
|
|
Number
Outstanding
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Aggregate Intrinsic Value
(in thousands)
(1)
|
|||||
Unvested as of January 1, 2016
|
1,981,292
|
|
|
$
|
24.19
|
|
|
$
|
58,706
|
|
Granted
|
976,318
|
|
|
$
|
29.05
|
|
|
|
||
Vested
|
(996,607
|
)
|
|
$
|
22.30
|
|
|
|
||
Forfeited / Canceled
|
(74,196
|
)
|
|
$
|
27.18
|
|
|
|
||
Unvested as of September 30, 2016
|
1,886,807
|
|
|
$
|
27.58
|
|
|
$
|
66,906
|
|
Expected to vest after September 30, 2016
|
1,781,698
|
|
|
$
|
27.63
|
|
|
$
|
63,179
|
|
|
Number
Outstanding
|
|
Weighted
Average Exercise Price
|
|
Weighted Average Remaining Contractual Term
(in years)
|
|
Aggregate Intrinsic Value
(in thousands)
(1)
|
|||||
Balance as of January 1, 2016
|
3,765,952
|
|
|
$
|
8.63
|
|
|
2.9
|
|
$
|
79,317
|
|
Exercised
|
(1,066,756
|
)
|
|
$
|
7.05
|
|
|
|
|
|
||
Forfeited / Canceled
|
(17,400
|
)
|
|
$
|
23.66
|
|
|
|
|
|
||
Balance as of September 30, 2016
|
2,681,796
|
|
|
$
|
9.16
|
|
|
2.5
|
|
$
|
70,519
|
|
Exercisable as of September 30, 2016
|
2,600,860
|
|
|
$
|
8.44
|
|
|
2.5
|
|
$
|
70,264
|
|
Exercisable as of September 30, 2016 and expected to vest thereafter
|
2,673,702
|
|
|
$
|
9.09
|
|
|
2.5
|
|
$
|
70,493
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
RSUs
|
$
|
5,591
|
|
|
$
|
5,119
|
|
|
$
|
16,950
|
|
|
$
|
16,067
|
|
Stock options
|
46
|
|
|
58
|
|
|
112
|
|
|
224
|
|
||||
Total stock-based compensation expense
|
$
|
5,637
|
|
|
$
|
5,177
|
|
|
$
|
17,062
|
|
|
$
|
16,291
|
|
Note 6.
|
Earnings Per Share
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net Income
|
$
|
122,688
|
|
|
$
|
101,346
|
|
|
$
|
377,644
|
|
|
$
|
328,163
|
|
Denominator for basic earnings per share—Weighted-average shares outstanding
|
307,190
|
|
|
305,059
|
|
|
306,690
|
|
|
304,453
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
RSUs
|
681
|
|
|
603
|
|
|
686
|
|
|
678
|
|
||||
Stock options
|
2,165
|
|
|
2,066
|
|
|
2,295
|
|
|
2,195
|
|
||||
Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding
|
310,036
|
|
|
307,728
|
|
|
309,671
|
|
|
307,326
|
|
||||
Earnings per share, basic
|
$
|
0.40
|
|
|
$
|
0.33
|
|
|
$
|
1.23
|
|
|
$
|
1.08
|
|
Earnings per share, diluted
|
$
|
0.40
|
|
|
$
|
0.33
|
|
|
$
|
1.22
|
|
|
$
|
1.07
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30,
|
|
September 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Antidilutive securities:
|
|
|
|
|
|
|
|
||||
RSUs
|
—
|
|
|
272
|
|
|
76
|
|
|
306
|
|
Stock options
|
—
|
|
|
95
|
|
|
57
|
|
|
97
|
|
Note 7.
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||||||||||||
|
|
September 30, 2016
|
|
September 30, 2015
|
||||||||||||||||||||||||||||
|
|
Foreign
Currency Translation |
|
Unrealized (Loss) Gain
on Cash Flow Hedges |
|
Unrealized (Loss) Gain
on Pension Plans |
|
Accumulated
Other Comprehensive (Loss) Income |
|
Foreign
Currency Translation |
|
Unrealized (Loss) Gain
on Cash Flow Hedges |
|
Unrealized (Loss) Gain on Pension Plan
|
|
Accumulated
Other Comprehensive (Loss) Income |
||||||||||||||||
Beginning balance
|
|
$
|
(170,007
|
)
|
|
$
|
(4,114
|
)
|
|
$
|
(7,381
|
)
|
|
$
|
(181,502
|
)
|
|
$
|
(37,373
|
)
|
|
$
|
(2,200
|
)
|
|
$
|
(9,644
|
)
|
|
$
|
(49,217
|
)
|
Pretax (loss)
income
|
|
(12,317
|
)
|
|
3,390
|
|
|
—
|
|
|
(8,927
|
)
|
|
(33,458
|
)
|
|
(575
|
)
|
|
—
|
|
|
(34,033
|
)
|
||||||||
Income tax effect
|
|
—
|
|
|
(1,087
|
)
|
|
—
|
|
|
(1,087
|
)
|
|
—
|
|
|
185
|
|
|
—
|
|
|
185
|
|
||||||||
Reclassification of unrealized loss
|
|
—
|
|
|
1,124
|
|
|
125
|
|
|
1,249
|
|
|
—
|
|
|
1,542
|
|
|
(34
|
)
|
|
1,508
|
|
||||||||
Reclassification of deferred income taxes
|
|
—
|
|
|
(368
|
)
|
|
(31
|
)
|
|
(399
|
)
|
|
—
|
|
|
(540
|
)
|
|
9
|
|
|
(531
|
)
|
||||||||
Ending Balance
|
|
$
|
(182,324
|
)
|
|
$
|
(1,055
|
)
|
|
$
|
(7,287
|
)
|
|
$
|
(190,666
|
)
|
|
$
|
(70,831
|
)
|
|
$
|
(1,588
|
)
|
|
$
|
(9,669
|
)
|
|
$
|
(82,088
|
)
|
|
|
Nine Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||||||
|
|
September 30, 2016
|
|
September 30, 2015
|
||||||||||||||||||||||||||||
|
|
Foreign
Currency Translation |
|
Unrealized (Loss) Gain
on Cash Flow Hedges |
|
Unrealized (Loss) Gain
on Pension Plans |
|
Accumulated
Other Comprehensive (Loss) Income |
|
Foreign
Currency Translation |
|
Unrealized (Loss) Gain
on Cash Flow Hedges |
|
Unrealized (Loss) Gain on Pension Plan
|
|
Accumulated
Other Comprehensive (Loss) Income |
||||||||||||||||
Beginning balance
|
|
$
|
(96,890
|
)
|
|
$
|
(932
|
)
|
|
$
|
(7,648
|
)
|
|
$
|
(105,470
|
)
|
|
$
|
(27,073
|
)
|
|
$
|
(3,401
|
)
|
|
$
|
(9,751
|
)
|
|
$
|
(40,225
|
)
|
Pretax (loss)
income
|
|
(85,434
|
)
|
|
(3,332
|
)
|
|
—
|
|
|
(88,766
|
)
|
|
(43,758
|
)
|
|
(1,814
|
)
|
|
—
|
|
|
(45,572
|
)
|
||||||||
Income tax effect
|
|
—
|
|
|
1,241
|
|
|
—
|
|
|
1,241
|
|
|
—
|
|
|
624
|
|
|
—
|
|
|
624
|
|
||||||||
Reclassification of unrealized loss
|
|
—
|
|
|
2,912
|
|
|
482
|
|
|
3,394
|
|
|
—
|
|
|
4,627
|
|
|
109
|
|
|
4,736
|
|
||||||||
Reclassification of deferred income taxes
|
|
—
|
|
|
(944
|
)
|
|
(121
|
)
|
|
(1,065
|
)
|
|
—
|
|
|
(1,624
|
)
|
|
(27
|
)
|
|
(1,651
|
)
|
||||||||
Ending Balance
|
|
$
|
(182,324
|
)
|
|
$
|
(1,055
|
)
|
|
$
|
(7,287
|
)
|
|
$
|
(190,666
|
)
|
|
$
|
(70,831
|
)
|
|
$
|
(1,588
|
)
|
|
$
|
(9,669
|
)
|
|
$
|
(82,088
|
)
|
Note 8.
|
Long-Term Obligations
|
|
September 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Senior secured credit agreement:
|
|
|
|
||||
Term loans payable
|
$
|
748,870
|
|
|
$
|
410,625
|
|
Revolving credit facilities
|
1,202,042
|
|
|
480,481
|
|
||
Senior notes
|
600,000
|
|
|
600,000
|
|
||
Euro notes
|
561,750
|
|
|
—
|
|
||
Receivables securitization facility
|
96,980
|
|
|
63,000
|
|
||
Notes payable through October 2025 at weighted average interest rates of 2.2% and 2.2%, respectively
|
10,457
|
|
|
16,104
|
|
||
Other long-term debt at weighted average interest rates of 2.2% and 2.4%, respectively
|
69,825
|
|
|
29,485
|
|
||
Total debt
|
3,289,924
|
|
|
1,599,695
|
|
||
Less: long-term debt issuance costs
|
(23,268
|
)
|
|
(13,533
|
)
|
||
Less: current debt issuance cost
|
(2,482
|
)
|
|
(1,460
|
)
|
||
Total debt, net of issuance costs
|
3,264,174
|
|
|
1,584,702
|
|
||
Less: current maturities, net of debt issuance costs
|
(74,829
|
)
|
|
(56,034
|
)
|
||
Long term debt, net of debt issuance costs
|
$
|
3,189,345
|
|
|
$
|
1,528,668
|
|
Note 9.
|
Derivative Instruments and Hedging Activities
|
|
|
Notional Amount
|
|
Fair Value at September 30, 2016 (USD)
|
|
Fair Value at December 31, 2015 (USD)
|
||||||||||||||||||
|
|
September 30, 2016
|
|
December 31, 2015
|
|
Other Assets
|
|
Other Accrued Expenses
|
|
Other Noncurrent Liabilities
|
|
Other Accrued Expenses
|
||||||||||||
Interest rate swap agreements
|
|
|
|
|
|
|
|
|
||||||||||||||||
USD denominated
|
|
$
|
760,000
|
|
|
$
|
170,000
|
|
|
$
|
431
|
|
|
$
|
152
|
|
|
$
|
2,414
|
|
|
$
|
858
|
|
GBP denominated
|
|
£
|
50,000
|
|
|
£
|
50,000
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
465
|
|
||||
CAD denominated
|
|
C$
|
—
|
|
|
C$
|
25,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
||||
Total cash flow hedges
|
|
$
|
431
|
|
|
$
|
212
|
|
|
$
|
2,414
|
|
|
$
|
1,347
|
|
Note 10.
|
Fair Value Measurements
|
|
Balance as of September 30, 2016
|
|
Fair Value Measurements as of September 30, 2016
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash surrender value of life insurance
|
$
|
34,811
|
|
|
$
|
—
|
|
|
$
|
34,811
|
|
|
$
|
—
|
|
Interest rate swaps
|
431
|
|
|
—
|
|
|
431
|
|
|
—
|
|
||||
Total Assets
|
$
|
35,242
|
|
|
$
|
—
|
|
|
$
|
35,242
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration liabilities
|
$
|
3,168
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,168
|
|
Deferred compensation liabilities
|
36,289
|
|
|
—
|
|
|
36,289
|
|
|
—
|
|
||||
Interest rate swaps
|
2,626
|
|
|
—
|
|
|
2,626
|
|
|
—
|
|
||||
Total Liabilities
|
$
|
42,083
|
|
|
$
|
—
|
|
|
$
|
38,915
|
|
|
$
|
3,168
|
|
|
Balance as of December 31, 2015
|
|
Fair Value Measurements as of December 31, 2015
|
||||||||||||
|
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
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Beginning balance
|
$
|
3,134
|
|
|
$
|
5,191
|
|
|
$
|
4,584
|
|
|
$
|
7,295
|
|
Payments
|
—
|
|
|
(610
|
)
|
|
(1,667
|
)
|
|
(2,815
|
)
|
||||
Increase in fair value included in earnings
|
57
|
|
|
89
|
|
|
176
|
|
|
365
|
|
||||
Exchange rate effects
|
(23
|
)
|
|
(122
|
)
|
|
75
|
|
|
(297
|
)
|
||||
Balance as of September 30
|
$
|
3,168
|
|
|
$
|
4,548
|
|
|
$
|
3,168
|
|
|
$
|
4,548
|
|
Note 11.
|
Commitments and Contingencies
|
Three months ending December 31, 2016
|
$
|
51,473
|
|
Years ending December 31:
|
|
||
2017
|
188,098
|
|
|
2018
|
162,716
|
|
|
2019
|
132,020
|
|
|
2020
|
106,987
|
|
|
2021
|
80,143
|
|
|
Thereafter
|
477,455
|
|
|
Future Minimum Lease Payments
|
$
|
1,198,892
|
|
Note 12.
|
Income Taxes
|
Note 13.
|
Segment and Geographic Information
|
|
North America
|
|
Europe
|
|
Specialty
|
|
Glass
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Three Months Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Third Party
|
$
|
1,046,579
|
|
|
$
|
770,219
|
|
|
$
|
311,621
|
|
|
$
|
258,411
|
|
|
$
|
—
|
|
|
$
|
2,386,830
|
|
Intersegment
|
86
|
|
|
—
|
|
|
969
|
|
|
114
|
|
|
(1,169
|
)
|
|
—
|
|
||||||
Total segment revenue
|
$
|
1,046,665
|
|
|
$
|
770,219
|
|
|
$
|
312,590
|
|
|
$
|
258,525
|
|
|
$
|
(1,169
|
)
|
|
$
|
2,386,830
|
|
Segment EBITDA
|
$
|
141,054
|
|
|
$
|
72,586
|
|
|
$
|
32,449
|
|
|
$
|
27,758
|
|
|
$
|
—
|
|
|
$
|
273,847
|
|
Depreciation and amortization
(1)
|
17,551
|
|
|
27,792
|
|
|
5,628
|
|
|
8,517
|
|
|
—
|
|
|
59,488
|
|
||||||
Three Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Third Party
|
$
|
1,037,130
|
|
|
$
|
511,146
|
|
|
$
|
283,456
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,831,732
|
|
Intersegment
|
160
|
|
|
—
|
|
|
850
|
|
|
—
|
|
|
(1,010
|
)
|
|
—
|
|
||||||
Total segment revenue
|
$
|
1,037,290
|
|
|
$
|
511,146
|
|
|
$
|
284,306
|
|
|
$
|
—
|
|
|
$
|
(1,010
|
)
|
|
$
|
1,831,732
|
|
Segment EBITDA
|
$
|
128,506
|
|
|
$
|
52,733
|
|
|
$
|
26,075
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
207,314
|
|
Depreciation and amortization
(1)
|
17,918
|
|
|
9,478
|
|
|
5,578
|
|
|
—
|
|
|
—
|
|
|
32,974
|
|
|
North America
|
|
Europe
|
|
Specialty
|
|
Glass
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Nine Months Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Third Party
|
$
|
3,214,343
|
|
|
$
|
2,141,186
|
|
|
$
|
934,955
|
|
|
$
|
468,515
|
|
|
$
|
—
|
|
|
$
|
6,758,999
|
|
Intersegment
|
419
|
|
|
—
|
|
|
3,014
|
|
|
188
|
|
|
(3,621
|
)
|
|
—
|
|
||||||
Total segment revenue
|
$
|
3,214,762
|
|
|
$
|
2,141,186
|
|
|
$
|
937,969
|
|
|
$
|
468,703
|
|
|
$
|
(3,621
|
)
|
|
$
|
6,758,999
|
|
Segment EBITDA
|
$
|
452,254
|
|
|
$
|
220,066
|
|
|
$
|
105,979
|
|
|
$
|
51,059
|
|
|
$
|
—
|
|
|
$
|
829,358
|
|
Depreciation and amortization
(1)
|
52,688
|
|
|
66,380
|
|
|
16,254
|
|
|
15,048
|
|
|
—
|
|
|
150,370
|
|
||||||
Nine Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Third Party
|
$
|
3,127,988
|
|
|
$
|
1,508,325
|
|
|
$
|
807,401
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,443,714
|
|
Intersegment
|
626
|
|
|
70
|
|
|
2,457
|
|
|
—
|
|
|
(3,153
|
)
|
|
—
|
|
||||||
Total segment revenue
|
$
|
3,128,614
|
|
|
$
|
1,508,395
|
|
|
$
|
809,858
|
|
|
$
|
—
|
|
|
$
|
(3,153
|
)
|
|
$
|
5,443,714
|
|
Segment EBITDA
|
$
|
416,774
|
|
|
$
|
153,199
|
|
|
$
|
91,677
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
661,650
|
|
Depreciation and amortization
(1)
|
52,432
|
|
|
26,533
|
|
|
15,723
|
|
|
—
|
|
|
—
|
|
|
94,688
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Segment EBITDA
|
$
|
273,847
|
|
|
$
|
207,314
|
|
|
$
|
829,358
|
|
|
$
|
661,650
|
|
Deduct:
|
|
|
|
|
|
|
|
||||||||
Restructuring and acquisition related expenses
(1)
|
8,412
|
|
|
4,578
|
|
|
32,303
|
|
|
12,729
|
|
||||
Inventory step-up adjustment - acquisition related
(2)
|
(387
|
)
|
|
—
|
|
|
9,826
|
|
|
—
|
|
||||
Change in fair value of contingent consideration liabilities
(3)
|
57
|
|
|
89
|
|
|
176
|
|
|
365
|
|
||||
Add:
|
|
|
|
|
|
|
|
||||||||
Equity in earnings of unconsolidated subsidiaries
|
267
|
|
|
(1,130
|
)
|
|
52
|
|
|
(4,200
|
)
|
||||
Gains on foreign exchange contracts - acquisition related
(4)
|
—
|
|
|
—
|
|
|
18,342
|
|
|
—
|
|
||||
EBITDA
|
266,032
|
|
|
201,517
|
|
|
805,447
|
|
|
644,356
|
|
||||
Depreciation and amortization - cost of goods sold
|
6,472
|
|
|
2,091
|
|
|
13,137
|
|
|
4,570
|
|
||||
Depreciation and amortization
|
53,016
|
|
|
30,883
|
|
|
137,233
|
|
|
90,118
|
|
||||
Interest expense, net
|
27,059
|
|
|
14,722
|
|
|
68,032
|
|
|
44,250
|
|
||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
26,650
|
|
|
—
|
|
||||
Provision for income taxes
|
56,797
|
|
|
52,475
|
|
|
182,751
|
|
|
177,255
|
|
||||
Net income
|
$
|
122,688
|
|
|
$
|
101,346
|
|
|
$
|
377,644
|
|
|
$
|
328,163
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Capital Expenditures
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
24,394
|
|
|
$
|
11,615
|
|
|
$
|
66,625
|
|
|
$
|
41,762
|
|
Europe
|
16,554
|
|
|
16,966
|
|
|
57,105
|
|
|
47,138
|
|
||||
Specialty
|
582
|
|
|
4,229
|
|
|
11,235
|
|
|
10,673
|
|
||||
Glass
|
8,897
|
|
|
—
|
|
|
17,781
|
|
|
—
|
|
||||
|
$
|
50,427
|
|
|
$
|
32,810
|
|
|
$
|
152,746
|
|
|
$
|
99,573
|
|
|
September 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Receivables, net
|
|
|
|
||||
North America
|
$
|
315,656
|
|
|
$
|
314,743
|
|
Europe
(1)
|
438,771
|
|
|
215,710
|
|
||
Specialty
|
79,415
|
|
|
59,707
|
|
||
Glass
(1)
|
125,479
|
|
|
—
|
|
||
Total receivables, net
|
959,321
|
|
|
590,160
|
|
||
Inventories, net
|
|
|
|
||||
North America
|
795,531
|
|
|
847,787
|
|
||
Europe
(1)
|
664,658
|
|
|
427,323
|
|
||
Specialty
|
293,083
|
|
|
281,442
|
|
||
Glass
(1)
|
159,296
|
|
|
—
|
|
||
Total inventories, net
|
1,912,568
|
|
|
1,556,552
|
|
||
Property, Plant and Equipment, net
|
|
|
|
||||
North America
|
486,382
|
|
|
467,961
|
|
||
Europe
(1)
|
246,544
|
|
|
175,455
|
|
||
Specialty
|
57,565
|
|
|
53,151
|
|
||
Glass
(1)
|
233,216
|
|
|
—
|
|
||
Total property, plant and equipment, net
|
1,023,707
|
|
|
696,567
|
|
||
Other unallocated assets
|
4,308,356
|
|
|
2,804,558
|
|
||
Total assets
|
$
|
8,203,952
|
|
|
$
|
5,647,837
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
1,475,276
|
|
|
$
|
1,229,958
|
|
|
$
|
4,244,083
|
|
|
$
|
3,653,326
|
|
United Kingdom
|
336,168
|
|
|
358,925
|
|
|
1,044,110
|
|
|
1,049,596
|
|
||||
Other countries
|
575,386
|
|
|
242,849
|
|
|
1,470,806
|
|
|
740,792
|
|
||||
|
$
|
2,386,830
|
|
|
$
|
1,831,732
|
|
|
$
|
6,758,999
|
|
|
$
|
5,443,714
|
|
|
September 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Long-lived Assets
|
|
|
|
||||
United States
|
$
|
703,454
|
|
|
$
|
493,300
|
|
United Kingdom
|
150,625
|
|
|
138,546
|
|
||
Other countries
|
169,628
|
|
|
64,721
|
|
||
|
$
|
1,023,707
|
|
|
$
|
696,567
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Aftermarket, other new and refurbished products
|
$
|
1,673,147
|
|
|
$
|
1,307,399
|
|
|
$
|
4,817,217
|
|
|
$
|
3,850,038
|
|
Recycled, remanufactured and related products and services
|
424,876
|
|
|
401,292
|
|
|
1,290,488
|
|
|
1,207,917
|
|
||||
Manufactured products
(1)
|
177,300
|
|
|
—
|
|
|
317,932
|
|
|
—
|
|
||||
Other
|
111,507
|
|
|
123,041
|
|
|
333,362
|
|
|
385,759
|
|
||||
|
$
|
2,386,830
|
|
|
$
|
1,831,732
|
|
|
$
|
6,758,999
|
|
|
$
|
5,443,714
|
|
Note 14.
|
Condensed Consolidating Financial Information
|
LKQ CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidating Balance Sheets
(In thousands)
|
|||||||||||||||||||
|
September 30, 2016
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and equivalents
|
$
|
29,554
|
|
|
$
|
30,333
|
|
|
$
|
211,964
|
|
|
$
|
—
|
|
|
$
|
271,851
|
|
Receivables, net
|
—
|
|
|
344,318
|
|
|
615,003
|
|
|
—
|
|
|
959,321
|
|
|||||
Intercompany receivables, net
|
3,517
|
|
|
—
|
|
|
24,462
|
|
|
(27,979
|
)
|
|
—
|
|
|||||
Inventories, net
|
—
|
|
|
1,177,357
|
|
|
735,211
|
|
|
—
|
|
|
1,912,568
|
|
|||||
Prepaid expenses and other current assets
|
17,502
|
|
|
57,061
|
|
|
77,238
|
|
|
—
|
|
|
151,801
|
|
|||||
Total Current Assets
|
50,573
|
|
|
1,609,069
|
|
|
1,663,878
|
|
|
(27,979
|
)
|
|
3,295,541
|
|
|||||
Property, Plant and Equipment, net
|
274
|
|
|
697,601
|
|
|
325,832
|
|
|
—
|
|
|
1,023,707
|
|
|||||
Intangible Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
—
|
|
|
1,866,011
|
|
|
1,251,139
|
|
|
—
|
|
|
3,117,150
|
|
|||||
Other intangibles, net
|
—
|
|
|
157,305
|
|
|
461,941
|
|
|
—
|
|
|
619,246
|
|
|||||
Investment in Subsidiaries
|
5,075,832
|
|
|
281,123
|
|
|
—
|
|
|
(5,356,955
|
)
|
|
—
|
|
|||||
Intercompany Notes Receivable
|
1,110,376
|
|
|
819,982
|
|
|
—
|
|
|
(1,930,358
|
)
|
|
—
|
|
|||||
Other Assets
|
41,580
|
|
|
81,946
|
|
|
32,354
|
|
|
(7,572
|
)
|
|
148,308
|
|
|||||
Total Assets
|
$
|
6,278,635
|
|
|
$
|
5,513,037
|
|
|
$
|
3,735,144
|
|
|
$
|
(7,322,864
|
)
|
|
$
|
8,203,952
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
1,246
|
|
|
$
|
311,090
|
|
|
$
|
370,383
|
|
|
$
|
—
|
|
|
$
|
682,719
|
|
Intercompany payables, net
|
—
|
|
|
24,462
|
|
|
3,517
|
|
|
(27,979
|
)
|
|
—
|
|
|||||
Accrued expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accrued payroll-related liabilities
|
5,345
|
|
|
48,983
|
|
|
52,216
|
|
|
—
|
|
|
106,544
|
|
|||||
Other accrued expenses
|
12,920
|
|
|
96,875
|
|
|
128,507
|
|
|
—
|
|
|
238,302
|
|
|||||
Other current liabilities
|
284
|
|
|
17,546
|
|
|
28,984
|
|
|
—
|
|
|
46,814
|
|
|||||
Current portion of long-term obligations
|
22,410
|
|
|
2,469
|
|
|
49,950
|
|
|
—
|
|
|
74,829
|
|
|||||
Total Current Liabilities
|
42,205
|
|
|
501,425
|
|
|
633,557
|
|
|
(27,979
|
)
|
|
1,149,208
|
|
|||||
Long-Term Obligations, Excluding Current Portion
|
2,015,977
|
|
|
9,214
|
|
|
1,164,154
|
|
|
—
|
|
|
3,189,345
|
|
|||||
Intercompany Notes Payable
|
750,000
|
|
|
1,094,324
|
|
|
86,034
|
|
|
(1,930,358
|
)
|
|
—
|
|
|||||
Deferred Income Taxes
|
—
|
|
|
112,552
|
|
|
121,702
|
|
|
(7,572
|
)
|
|
226,682
|
|
|||||
Other Noncurrent Liabilities
|
43,176
|
|
|
127,770
|
|
|
40,494
|
|
|
—
|
|
|
211,440
|
|
|||||
Stockholders’ Equity
|
3,427,277
|
|
|
3,667,752
|
|
|
1,689,203
|
|
|
(5,356,955
|
)
|
|
3,427,277
|
|
|||||
Total Liabilities and Stockholders' Equity
|
$
|
6,278,635
|
|
|
$
|
5,513,037
|
|
|
$
|
3,735,144
|
|
|
$
|
(7,322,864
|
)
|
|
$
|
8,203,952
|
|
LKQ CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidating Balance Sheets
(In thousands)
|
|||||||||||||||||||
|
December 31, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and equivalents
|
$
|
17,616
|
|
|
$
|
13,432
|
|
|
$
|
56,349
|
|
|
$
|
—
|
|
|
$
|
87,397
|
|
Receivables, net
|
—
|
|
|
214,502
|
|
|
375,658
|
|
|
—
|
|
|
590,160
|
|
|||||
Intercompany receivables, net
|
3
|
|
|
—
|
|
|
13,544
|
|
|
(13,547
|
)
|
|
—
|
|
|||||
Inventories, net
|
—
|
|
|
1,060,834
|
|
|
495,718
|
|
|
—
|
|
|
1,556,552
|
|
|||||
Prepaid expenses and other current assets
|
15,254
|
|
|
44,810
|
|
|
46,539
|
|
|
—
|
|
|
106,603
|
|
|||||
Total Current Assets
|
32,873
|
|
|
1,333,578
|
|
|
987,808
|
|
|
(13,547
|
)
|
|
2,340,712
|
|
|||||
Property, Plant and Equipment, net
|
339
|
|
|
494,658
|
|
|
201,570
|
|
|
—
|
|
|
696,567
|
|
|||||
Intangible Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
—
|
|
|
1,640,745
|
|
|
678,501
|
|
|
—
|
|
|
2,319,246
|
|
|||||
Other intangibles, net
|
—
|
|
|
141,537
|
|
|
73,580
|
|
|
—
|
|
|
215,117
|
|
|||||
Investment in Subsidiaries
|
3,456,837
|
|
|
285,284
|
|
|
—
|
|
|
(3,742,121
|
)
|
|
—
|
|
|||||
Intercompany Notes Receivable
|
630,717
|
|
|
61,764
|
|
|
—
|
|
|
(692,481
|
)
|
|
—
|
|
|||||
Other Assets
|
35,649
|
|
|
28,184
|
|
|
18,218
|
|
|
(5,856
|
)
|
|
76,195
|
|
|||||
Total Assets
|
$
|
4,156,415
|
|
|
$
|
3,985,750
|
|
|
$
|
1,959,677
|
|
|
$
|
(4,454,005
|
)
|
|
$
|
5,647,837
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
681
|
|
|
$
|
229,519
|
|
|
$
|
185,388
|
|
|
$
|
—
|
|
|
$
|
415,588
|
|
Intercompany payables, net
|
—
|
|
|
13,544
|
|
|
3
|
|
|
(13,547
|
)
|
|
—
|
|
|||||
Accrued expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accrued payroll-related liabilities
|
4,395
|
|
|
48,698
|
|
|
33,434
|
|
|
—
|
|
|
86,527
|
|
|||||
Other accrued expenses
|
5,399
|
|
|
80,886
|
|
|
75,940
|
|
|
—
|
|
|
162,225
|
|
|||||
Other current liabilities
|
284
|
|
|
15,953
|
|
|
15,359
|
|
|
—
|
|
|
31,596
|
|
|||||
Current portion of long-term obligations
|
21,041
|
|
|
1,425
|
|
|
33,568
|
|
|
—
|
|
|
56,034
|
|
|||||
Total Current Liabilities
|
31,800
|
|
|
390,025
|
|
|
343,692
|
|
|
(13,547
|
)
|
|
751,970
|
|
|||||
Long-Term Obligations, Excluding Current Portion
|
976,353
|
|
|
7,487
|
|
|
544,828
|
|
|
—
|
|
|
1,528,668
|
|
|||||
Intercompany Notes Payable
|
—
|
|
|
615,488
|
|
|
76,993
|
|
|
(692,481
|
)
|
|
—
|
|
|||||
Deferred Income Taxes
|
—
|
|
|
113,905
|
|
|
19,190
|
|
|
(5,856
|
)
|
|
127,239
|
|
|||||
Other Noncurrent Liabilities
|
33,580
|
|
|
70,109
|
|
|
21,589
|
|
|
—
|
|
|
125,278
|
|
|||||
Stockholders’ Equity
|
3,114,682
|
|
|
2,788,736
|
|
|
953,385
|
|
|
(3,742,121
|
)
|
|
3,114,682
|
|
|||||
Total Liabilities and Stockholders’ Equity
|
$
|
4,156,415
|
|
|
$
|
3,985,750
|
|
|
$
|
1,959,677
|
|
|
$
|
(4,454,005
|
)
|
|
$
|
5,647,837
|
|
LKQ CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidating Statements of Income
(In thousands)
|
|||||||||||||||||||
|
For the Three Months Ended September 30, 2016
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,549,617
|
|
|
$
|
909,040
|
|
|
$
|
(71,827
|
)
|
|
$
|
2,386,830
|
|
Cost of goods sold
|
—
|
|
|
982,278
|
|
|
592,967
|
|
|
(71,827
|
)
|
|
1,503,418
|
|
|||||
Gross margin
|
—
|
|
|
567,339
|
|
|
316,073
|
|
|
—
|
|
|
883,412
|
|
|||||
Facility and warehouse expenses
|
—
|
|
|
123,923
|
|
|
59,125
|
|
|
—
|
|
|
183,048
|
|
|||||
Distribution expenses
|
—
|
|
|
120,049
|
|
|
52,517
|
|
|
—
|
|
|
172,566
|
|
|||||
Selling, general and administrative expenses
|
8,095
|
|
|
138,131
|
|
|
117,146
|
|
|
—
|
|
|
263,372
|
|
|||||
Restructuring and acquisition related expenses
|
—
|
|
|
7,266
|
|
|
1,146
|
|
|
—
|
|
|
8,412
|
|
|||||
Depreciation and amortization
|
32
|
|
|
24,885
|
|
|
28,099
|
|
|
—
|
|
|
53,016
|
|
|||||
Operating (loss) income
|
(8,127
|
)
|
|
153,085
|
|
|
58,040
|
|
|
—
|
|
|
202,998
|
|
|||||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
18,122
|
|
|
610
|
|
|
8,327
|
|
|
—
|
|
|
27,059
|
|
|||||
Intercompany interest (income) expense, net
|
(8,796
|
)
|
|
5,030
|
|
|
3,766
|
|
|
—
|
|
|
—
|
|
|||||
Other expense (income), net
|
17
|
|
|
(4,132
|
)
|
|
836
|
|
|
—
|
|
|
(3,279
|
)
|
|||||
Total other expense, net
|
9,343
|
|
|
1,508
|
|
|
12,929
|
|
|
—
|
|
|
23,780
|
|
|||||
(Loss) income before (benefit) provision for income taxes
|
(17,470
|
)
|
|
151,577
|
|
|
45,111
|
|
|
—
|
|
|
179,218
|
|
|||||
(Benefit) provision for income taxes
|
(9,546
|
)
|
|
57,012
|
|
|
9,331
|
|
|
—
|
|
|
56,797
|
|
|||||
Equity in earnings of unconsolidated subsidiaries
|
—
|
|
|
251
|
|
|
16
|
|
|
—
|
|
|
267
|
|
|||||
Equity in earnings of subsidiaries
|
130,612
|
|
|
11,075
|
|
|
—
|
|
|
(141,687
|
)
|
|
—
|
|
|||||
Net income
|
$
|
122,688
|
|
|
$
|
105,891
|
|
|
$
|
35,796
|
|
|
$
|
(141,687
|
)
|
|
$
|
122,688
|
|
LKQ CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidating Statements of Income
(In thousands)
|
|||||||||||||||||||
|
For the Three Months Ended September 30, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,263,397
|
|
|
$
|
595,769
|
|
|
$
|
(27,434
|
)
|
|
$
|
1,831,732
|
|
Cost of goods sold
|
—
|
|
|
773,957
|
|
|
372,430
|
|
|
(27,434
|
)
|
|
1,118,953
|
|
|||||
Gross margin
|
—
|
|
|
489,440
|
|
|
223,339
|
|
|
—
|
|
|
712,779
|
|
|||||
Facility and warehouse expenses
|
—
|
|
|
106,090
|
|
|
37,828
|
|
|
—
|
|
|
143,918
|
|
|||||
Distribution expenses
|
—
|
|
|
105,519
|
|
|
53,249
|
|
|
—
|
|
|
158,768
|
|
|||||
Selling, general and administrative expenses
|
8,484
|
|
|
124,678
|
|
|
74,725
|
|
|
—
|
|
|
207,887
|
|
|||||
Restructuring and acquisition related expenses
|
—
|
|
|
3,754
|
|
|
824
|
|
|
—
|
|
|
4,578
|
|
|||||
Depreciation and amortization
|
38
|
|
|
21,133
|
|
|
9,712
|
|
|
—
|
|
|
30,883
|
|
|||||
Operating (loss) income
|
(8,522
|
)
|
|
128,266
|
|
|
47,001
|
|
|
—
|
|
|
166,745
|
|
|||||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
12,049
|
|
|
460
|
|
|
2,213
|
|
|
—
|
|
|
14,722
|
|
|||||
Intercompany interest (income) expense, net
|
(10,146
|
)
|
|
7,183
|
|
|
2,963
|
|
|
—
|
|
|
—
|
|
|||||
Other expense (income), net
|
8
|
|
|
(2,441
|
)
|
|
(495
|
)
|
|
—
|
|
|
(2,928
|
)
|
|||||
Total other expense, net
|
1,911
|
|
|
5,202
|
|
|
4,681
|
|
|
—
|
|
|
11,794
|
|
|||||
(Loss) income before (benefit) provision for income taxes
|
(10,433
|
)
|
|
123,064
|
|
|
42,320
|
|
|
—
|
|
|
154,951
|
|
|||||
(Benefit) provision for income taxes
|
(4,012
|
)
|
|
48,089
|
|
|
8,398
|
|
|
—
|
|
|
52,475
|
|
|||||
Equity in earnings of unconsolidated subsidiaries
|
—
|
|
|
17
|
|
|
(1,147
|
)
|
|
—
|
|
|
(1,130
|
)
|
|||||
Equity in earnings of subsidiaries
|
107,767
|
|
|
6,328
|
|
|
—
|
|
|
(114,095
|
)
|
|
—
|
|
|||||
Net income
|
$
|
101,346
|
|
|
$
|
81,320
|
|
|
$
|
32,775
|
|
|
$
|
(114,095
|
)
|
|
$
|
101,346
|
|
LKQ CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidating Statements of Income
(In thousands)
|
|||||||||||||||||||
|
For the Nine Months Ended September 30, 2016
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
4,398,731
|
|
|
$
|
2,498,594
|
|
|
$
|
(138,326
|
)
|
|
$
|
6,758,999
|
|
Cost of goods sold
|
—
|
|
|
2,728,874
|
|
|
1,602,655
|
|
|
(138,326
|
)
|
|
4,193,203
|
|
|||||
Gross margin
|
—
|
|
|
1,669,857
|
|
|
895,939
|
|
|
—
|
|
|
2,565,796
|
|
|||||
Facility and warehouse expenses
|
—
|
|
|
357,782
|
|
|
161,541
|
|
|
—
|
|
|
519,323
|
|
|||||
Distribution expenses
|
—
|
|
|
342,524
|
|
|
166,716
|
|
|
—
|
|
|
509,240
|
|
|||||
Selling, general and administrative expenses
|
27,361
|
|
|
397,287
|
|
|
311,195
|
|
|
—
|
|
|
735,843
|
|
|||||
Restructuring and acquisition related expenses
|
—
|
|
|
18,384
|
|
|
13,919
|
|
|
—
|
|
|
32,303
|
|
|||||
Depreciation and amortization
|
101
|
|
|
68,890
|
|
|
68,242
|
|
|
—
|
|
|
137,233
|
|
|||||
Operating (loss) income
|
(27,462
|
)
|
|
484,990
|
|
|
174,326
|
|
|
—
|
|
|
631,854
|
|
|||||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
48,043
|
|
|
444
|
|
|
19,545
|
|
|
—
|
|
|
68,032
|
|
|||||
Intercompany interest (income) expense, net
|
(21,828
|
)
|
|
13,996
|
|
|
7,832
|
|
|
—
|
|
|
—
|
|
|||||
Loss on debt extinguishment
|
2,894
|
|
|
—
|
|
|
23,756
|
|
|
—
|
|
|
26,650
|
|
|||||
Gains on foreign exchange contracts - acquisition related
|
(18,342
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,342
|
)
|
|||||
Other (income) expense, net
|
(61
|
)
|
|
(7,216
|
)
|
|
2,448
|
|
|
—
|
|
|
(4,829
|
)
|
|||||
Total other expense, net
|
10,706
|
|
|
7,224
|
|
|
53,581
|
|
|
—
|
|
|
71,511
|
|
|||||
(Loss) income before (benefit) provision for income taxes
|
(38,168
|
)
|
|
477,766
|
|
|
120,745
|
|
|
—
|
|
|
560,343
|
|
|||||
(Benefit) provision for income taxes
|
(19,103
|
)
|
|
177,585
|
|
|
24,269
|
|
|
—
|
|
|
182,751
|
|
|||||
Equity in earnings of unconsolidated subsidiaries
|
(795
|
)
|
|
603
|
|
|
244
|
|
|
—
|
|
|
52
|
|
|||||
Equity in earnings of subsidiaries
|
397,504
|
|
|
23,448
|
|
|
—
|
|
|
(420,952
|
)
|
|
—
|
|
|||||
Net income
|
$
|
377,644
|
|
|
$
|
324,232
|
|
|
$
|
96,720
|
|
|
$
|
(420,952
|
)
|
|
$
|
377,644
|
|
LKQ CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidating Statements of Income
(In thousands)
|
|||||||||||||||||||
|
For the Nine Months Ended September 30, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenue
|
$
|
—
|
|
|
$
|
3,758,846
|
|
|
$
|
1,778,456
|
|
|
$
|
(93,588
|
)
|
|
$
|
5,443,714
|
|
Cost of goods sold
|
—
|
|
|
2,284,786
|
|
|
1,116,314
|
|
|
(93,588
|
)
|
|
3,307,512
|
|
|||||
Gross margin
|
—
|
|
|
1,474,060
|
|
|
662,142
|
|
|
—
|
|
|
2,136,202
|
|
|||||
Facility and warehouse expenses
|
—
|
|
|
304,140
|
|
|
108,814
|
|
|
—
|
|
|
412,954
|
|
|||||
Distribution expenses
|
—
|
|
|
304,264
|
|
|
146,257
|
|
|
—
|
|
|
450,521
|
|
|||||
Selling, general and administrative expenses
|
24,876
|
|
|
366,298
|
|
|
225,750
|
|
|
—
|
|
|
616,924
|
|
|||||
Restructuring and acquisition related expenses
|
—
|
|
|
10,999
|
|
|
1,730
|
|
|
—
|
|
|
12,729
|
|
|||||
Depreciation and amortization
|
117
|
|
|
60,897
|
|
|
29,104
|
|
|
—
|
|
|
90,118
|
|
|||||
Operating (loss) income
|
(24,993
|
)
|
|
427,462
|
|
|
150,487
|
|
|
—
|
|
|
552,956
|
|
|||||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
36,604
|
|
|
331
|
|
|
7,315
|
|
|
—
|
|
|
44,250
|
|
|||||
Intercompany interest (income) expense, net
|
(31,347
|
)
|
|
21,498
|
|
|
9,849
|
|
|
—
|
|
|
—
|
|
|||||
Other expense (income), net
|
35
|
|
|
(5,282
|
)
|
|
4,335
|
|
|
—
|
|
|
(912
|
)
|
|||||
Total other expense, net
|
5,292
|
|
|
16,547
|
|
|
21,499
|
|
|
—
|
|
|
43,338
|
|
|||||
(Loss) income before (benefit) provision for income taxes
|
(30,285
|
)
|
|
410,915
|
|
|
128,988
|
|
|
—
|
|
|
509,618
|
|
|||||
(Benefit) provision for income taxes
|
(12,061
|
)
|
|
163,361
|
|
|
25,955
|
|
|
—
|
|
|
177,255
|
|
|||||
Equity in earnings of unconsolidated subsidiaries
|
—
|
|
|
47
|
|
|
(4,247
|
)
|
|
—
|
|
|
(4,200
|
)
|
|||||
Equity in earnings of subsidiaries
|
346,387
|
|
|
20,923
|
|
|
—
|
|
|
(367,310
|
)
|
|
—
|
|
|||||
Net income
|
$
|
328,163
|
|
|
$
|
268,524
|
|
|
$
|
98,786
|
|
|
$
|
(367,310
|
)
|
|
$
|
328,163
|
|
LKQ CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidating Statements of Comprehensive Income
(In thousands)
|
|||||||||||||||||||
|
For the Three Months Ended September 30, 2016
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net income
|
$
|
122,688
|
|
|
$
|
105,891
|
|
|
$
|
35,796
|
|
|
$
|
(141,687
|
)
|
|
$
|
122,688
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation
|
(12,317
|
)
|
|
(9,372
|
)
|
|
(11,450
|
)
|
|
20,822
|
|
|
(12,317
|
)
|
|||||
Net change in unrecognized gains/losses on derivative instruments, net of tax
|
3,059
|
|
|
170
|
|
|
318
|
|
|
(488
|
)
|
|
3,059
|
|
|||||
Net change in unrealized gains/losses on pension plans, net of tax
|
94
|
|
|
—
|
|
|
94
|
|
|
(94
|
)
|
|
94
|
|
|||||
Total other comprehensive loss
|
(9,164
|
)
|
|
(9,202
|
)
|
|
(11,038
|
)
|
|
20,240
|
|
|
(9,164
|
)
|
|||||
Total comprehensive income
|
$
|
113,524
|
|
|
$
|
96,689
|
|
|
$
|
24,758
|
|
|
$
|
(121,447
|
)
|
|
$
|
113,524
|
|
LKQ CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidating Statements of Comprehensive Income
(In thousands)
|
|||||||||||||||||||
|
For the Three Months Ended September 30, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net income
|
$
|
101,346
|
|
|
$
|
81,320
|
|
|
$
|
32,775
|
|
|
$
|
(114,095
|
)
|
|
$
|
101,346
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation
|
(33,458
|
)
|
|
(11,459
|
)
|
|
(32,073
|
)
|
|
43,532
|
|
|
(33,458
|
)
|
|||||
Net change in unrecognized gains/losses on derivative instruments, net of tax
|
612
|
|
|
—
|
|
|
14
|
|
|
(14
|
)
|
|
612
|
|
|||||
Net change in unrealized gains/losses on pension plans, net of tax
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
|
25
|
|
|
(25
|
)
|
|||||
Total other comprehensive loss
|
(32,871
|
)
|
|
(11,459
|
)
|
|
(32,084
|
)
|
|
43,543
|
|
|
(32,871
|
)
|
|||||
Total comprehensive income
|
$
|
68,475
|
|
|
$
|
69,861
|
|
|
$
|
691
|
|
|
$
|
(70,552
|
)
|
|
$
|
68,475
|
|
LKQ CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidating Statements of Comprehensive Income
(In thousands)
|
|||||||||||||||||||
|
For the Nine Months Ended September 30, 2016
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net income
|
$
|
377,644
|
|
|
$
|
324,232
|
|
|
$
|
96,720
|
|
|
$
|
(420,952
|
)
|
|
$
|
377,644
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation
|
(85,434
|
)
|
|
(27,343
|
)
|
|
(88,319
|
)
|
|
115,662
|
|
|
(85,434
|
)
|
|||||
Net change in unrecognized gains/losses on derivative instruments, net of tax
|
(123
|
)
|
|
170
|
|
|
513
|
|
|
(683
|
)
|
|
(123
|
)
|
|||||
Net change in unrealized gains/losses on pension plans, net of tax
|
361
|
|
|
—
|
|
|
361
|
|
|
(361
|
)
|
|
361
|
|
|||||
Total other comprehensive loss
|
(85,196
|
)
|
|
(27,173
|
)
|
|
(87,445
|
)
|
|
114,618
|
|
|
(85,196
|
)
|
|||||
Total comprehensive income
|
$
|
292,448
|
|
|
$
|
297,059
|
|
|
$
|
9,275
|
|
|
$
|
(306,334
|
)
|
|
$
|
292,448
|
|
LKQ CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidating Statements of Comprehensive Income
(In thousands)
|
|||||||||||||||||||
|
For the Nine Months Ended September 30, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net income
|
$
|
328,163
|
|
|
$
|
268,524
|
|
|
$
|
98,786
|
|
|
$
|
(367,310
|
)
|
|
$
|
328,163
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation
|
(43,758
|
)
|
|
(12,697
|
)
|
|
(40,656
|
)
|
|
53,353
|
|
|
(43,758
|
)
|
|||||
Net change in unrecognized gains/losses on derivative instruments, net of tax
|
1,813
|
|
|
—
|
|
|
143
|
|
|
(143
|
)
|
|
1,813
|
|
|||||
Change in unrealized gains/losses on pension plans, net of tax
|
82
|
|
|
—
|
|
|
82
|
|
|
(82
|
)
|
|
82
|
|
|||||
Total other comprehensive loss
|
(41,863
|
)
|
|
(12,697
|
)
|
|
(40,431
|
)
|
|
53,128
|
|
|
(41,863
|
)
|
|||||
Total comprehensive income
|
$
|
286,300
|
|
|
$
|
255,827
|
|
|
$
|
58,355
|
|
|
$
|
(314,182
|
)
|
|
$
|
286,300
|
|
LKQ CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidating Statements of Cash Flows
(In thousands)
|
|||||||||||||||||||
|
For the Nine Months Ended September 30, 2016
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
240,495
|
|
|
$
|
404,164
|
|
|
$
|
119,623
|
|
|
$
|
(240,131
|
)
|
|
$
|
524,151
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
(36
|
)
|
|
(89,917
|
)
|
|
(62,793
|
)
|
|
—
|
|
|
(152,746
|
)
|
|||||
Investment and intercompany note activity with subsidiaries
|
(1,285,939
|
)
|
|
—
|
|
|
—
|
|
|
1,285,939
|
|
|
—
|
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
(666,052
|
)
|
|
(635,075
|
)
|
|
—
|
|
|
(1,301,127
|
)
|
|||||
Proceeds from foreign exchange contracts
|
18,342
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,342
|
|
|||||
Other investing activities, net
|
—
|
|
|
(452
|
)
|
|
11,293
|
|
|
—
|
|
|
10,841
|
|
|||||
Net cash used in investing activities
|
(1,267,633
|
)
|
|
(756,421
|
)
|
|
(686,575
|
)
|
|
1,285,939
|
|
|
(1,424,690
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from exercise of stock options
|
7,525
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,525
|
|
|||||
Taxes paid related to net share settlements of stock-based compensation awards
|
(4,440
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,440
|
)
|
|||||
Debt issuance costs
|
(7,079
|
)
|
|
—
|
|
|
(9,325
|
)
|
|
—
|
|
|
(16,404
|
)
|
|||||
Proceeds from issuance of Euro notes
|
—
|
|
|
—
|
|
|
563,450
|
|
|
—
|
|
|
563,450
|
|
|||||
Borrowings under revolving credit facilities
|
1,304,000
|
|
|
—
|
|
|
657,702
|
|
|
—
|
|
|
1,961,702
|
|
|||||
Repayments under revolving credit facilities
|
(344,000
|
)
|
|
—
|
|
|
(895,234
|
)
|
|
—
|
|
|
(1,239,234
|
)
|
|||||
Borrowings under term loans
|
89,317
|
|
|
—
|
|
|
249,161
|
|
|
—
|
|
|
338,478
|
|
|||||
Repayments under term loans
|
(6,247
|
)
|
|
—
|
|
|
(3,214
|
)
|
|
—
|
|
|
(9,461
|
)
|
|||||
Borrowings under receivables securitization facility
|
—
|
|
|
—
|
|
|
100,480
|
|
|
—
|
|
|
100,480
|
|
|||||
Repayments under receivables securitization facility
|
—
|
|
|
—
|
|
|
(66,500
|
)
|
|
—
|
|
|
(66,500
|
)
|
|||||
Repayments of other debt, net
|
—
|
|
|
(2,270
|
)
|
|
(92
|
)
|
|
—
|
|
|
(2,362
|
)
|
|||||
Repayment of Rhiag debt and related payments
|
—
|
|
|
—
|
|
|
(543,347
|
)
|
|
—
|
|
|
(543,347
|
)
|
|||||
Payments of other obligations
|
—
|
|
|
(1,405
|
)
|
|
—
|
|
|
—
|
|
|
(1,405
|
)
|
|||||
Investment and intercompany note activity with parent
|
—
|
|
|
612,961
|
|
|
672,978
|
|
|
(1,285,939
|
)
|
|
—
|
|
|||||
Dividends
|
—
|
|
|
(240,131
|
)
|
|
—
|
|
|
240,131
|
|
|
—
|
|
|||||
Net cash provided by financing activities
|
1,039,076
|
|
|
369,155
|
|
|
726,059
|
|
|
(1,045,808
|
)
|
|
1,088,482
|
|
|||||
Effect of exchange rate changes on cash and equivalents
|
—
|
|
|
3
|
|
|
(3,492
|
)
|
|
—
|
|
|
(3,489
|
)
|
|||||
Net increase in cash and equivalents
|
11,938
|
|
|
16,901
|
|
|
155,615
|
|
|
—
|
|
|
184,454
|
|
|||||
Cash and equivalents, beginning of period
|
17,616
|
|
|
13,432
|
|
|
56,349
|
|
|
—
|
|
|
87,397
|
|
|||||
Cash and equivalents, end of period
|
$
|
29,554
|
|
|
$
|
30,333
|
|
|
$
|
211,964
|
|
|
$
|
—
|
|
|
$
|
271,851
|
|
LKQ CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidating Statements of Cash Flows
(In thousands)
|
|||||||||||||||||||
|
For the Nine Months Ended September 30, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
257,660
|
|
|
$
|
329,740
|
|
|
$
|
136,686
|
|
|
$
|
(219,091
|
)
|
|
$
|
504,995
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
(3
|
)
|
|
(49,023
|
)
|
|
(50,547
|
)
|
|
—
|
|
|
(99,573
|
)
|
|||||
Investment and intercompany note activity with subsidiaries
|
(66,644
|
)
|
|
—
|
|
|
—
|
|
|
66,644
|
|
|
—
|
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
(120,766
|
)
|
|
(36,591
|
)
|
|
—
|
|
|
(157,357
|
)
|
|||||
Other investing activities, net
|
—
|
|
|
8,832
|
|
|
(5,658
|
)
|
|
—
|
|
|
3,174
|
|
|||||
Net cash used in investing activities
|
(66,647
|
)
|
|
(160,957
|
)
|
|
(92,796
|
)
|
|
66,644
|
|
|
(253,756
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from exercise of stock options
|
7,534
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,534
|
|
|||||
Taxes paid related to net share settlements of stock-based compensation awards
|
(7,423
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,423
|
)
|
|||||
Borrowings under revolving credit facilities
|
207,000
|
|
|
—
|
|
|
75,421
|
|
|
—
|
|
|
282,421
|
|
|||||
Repayments under revolving credit facilities
|
(347,000
|
)
|
|
—
|
|
|
(86,840
|
)
|
|
—
|
|
|
(433,840
|
)
|
|||||
Repayments under term loans
|
(16,875
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,875
|
)
|
|||||
Borrowings under receivables securitization facility
|
—
|
|
|
—
|
|
|
3,858
|
|
|
—
|
|
|
3,858
|
|
|||||
Repayments under receivables securitization facility
|
—
|
|
|
—
|
|
|
(8,958
|
)
|
|
—
|
|
|
(8,958
|
)
|
|||||
Repayments of other debt, net
|
(31,500
|
)
|
|
(5,962
|
)
|
|
(13,381
|
)
|
|
—
|
|
|
(50,843
|
)
|
|||||
Payments of other obligations
|
—
|
|
|
(1,596
|
)
|
|
(895
|
)
|
|
—
|
|
|
(2,491
|
)
|
|||||
Investment and intercompany note activity with parent
|
—
|
|
|
62,540
|
|
|
4,104
|
|
|
(66,644
|
)
|
|
—
|
|
|||||
Dividends
|
—
|
|
|
(219,091
|
)
|
|
—
|
|
|
219,091
|
|
|
—
|
|
|||||
Net cash used in financing activities
|
(188,264
|
)
|
|
(164,109
|
)
|
|
(26,691
|
)
|
|
152,447
|
|
|
(226,617
|
)
|
|||||
Effect of exchange rate changes on cash and equivalents
|
—
|
|
|
237
|
|
|
(2,378
|
)
|
|
—
|
|
|
(2,141
|
)
|
|||||
Net increase in cash and equivalents
|
2,749
|
|
|
4,911
|
|
|
14,821
|
|
|
—
|
|
|
22,481
|
|
|||||
Cash and equivalents, beginning of period
|
14,930
|
|
|
32,103
|
|
|
67,572
|
|
|
—
|
|
|
114,605
|
|
|||||
Cash and equivalents, end of period
|
$
|
17,679
|
|
|
$
|
37,014
|
|
|
$
|
82,393
|
|
|
$
|
—
|
|
|
$
|
137,086
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
||||||||||
|
September 30,
|
|
Percentage Change in Revenue
|
||||||||||||||||
|
2016
|
|
2015
|
|
Organic
|
|
Acquisition
|
|
Foreign Exchange
|
|
Total Change
|
||||||||
Parts & services revenue
|
$
|
2,275,323
|
|
|
$
|
1,708,691
|
|
|
3.7
|
%
|
|
32.6
|
%
|
|
(3.2
|
)%
|
|
33.2
|
%
|
Other revenue
|
111,507
|
|
|
123,041
|
|
|
(10.1
|
)%
|
|
0.8
|
%
|
|
(0.2
|
)%
|
|
(9.4
|
)%
|
||
Total revenue
|
$
|
2,386,830
|
|
|
$
|
1,831,732
|
|
|
2.8
|
%
|
|
30.5
|
%
|
|
(3.0
|
)%
|
|
30.3
|
%
|
Note: In the table above, the sum of the individual percentages may not equal the total due to rounding.
|
|
Three Months Ended
|
|
|
||||||||
|
September 30,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Restructuring expenses
|
$
|
5,738
|
|
(1)
|
$
|
3,382
|
|
(2)
|
$
|
2,356
|
|
Acquisition related expenses
|
2,674
|
|
(3)
|
1,196
|
|
(4)
|
1,478
|
|
|||
Total restructuring and acquisition related expenses
|
$
|
8,412
|
|
|
$
|
4,578
|
|
|
$
|
3,834
|
|
(1)
|
Restructuring expenses of $2.2 million, $1.6 million, $1.6 million and $0.3 million for the quarter ended September 30, 2016 were primarily related to the integration of acquired businesses in our Specialty, North America, Glass and Europe segments, respectively. These integration activities included the closure of duplicate facilities and termination of employees in connection with the integration of recent acquisitions into our existing business.
|
(2)
|
Restructuring expenses for the third quarter of 2015 were primarily related to the integration of acquired businesses in our North America and Specialty segments. These integration activities included the closure of duplicate facilities and termination of employees in connection with the integration of recent acquisitions into our existing business.
|
(3)
|
Acquisition related expenses for the quarter ended September 30, 2016 relates primarily to potential acquisitions.
|
(4)
|
Acquisition related expenses for the third quarter of 2015 include $0.5 million for our acquisitions of four aftermarket parts distribution businesses in the Netherlands, $0.3 million for potential acquisitions, and $0.4 million related to our North America and Specialty acquisitions during the third quarter of 2015.
|
|
Three Months Ended
|
|
|
|
||||||||
|
September 30,
|
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
|
||||||
Depreciation
|
$
|
27,976
|
|
|
$
|
22,569
|
|
|
$
|
5,407
|
|
(1)
|
Amortization
|
25,040
|
|
|
8,314
|
|
|
16,726
|
|
(2)
|
|||
Total depreciation and amortization
|
$
|
53,016
|
|
|
$
|
30,883
|
|
|
$
|
22,133
|
|
|
(1)
|
The increase in depreciation expense primarily reflects the depreciation expense for property, plant and equipment recorded related to our acquisitions of Rhiag and PGW of $4.3 million and $0.9 million, respectively. The remaining increase reflects increased levels of property and equipment to support our organic related growth.
|
(2)
|
The increase in amortization expense primarily reflects amortization expense for intangibles recorded related to the acquisitions of Rhiag and PGW of $14.3 million and $3.2 million, respectively. These increases are partially offset by a decline in accelerated amortization for intangibles recognized in previous years.
|
(1)
|
Additional interest primarily relates to borrowings used to fund the acquisitions of Rhiag and PGW.
|
|
Nine Months Ended
|
|
|
||||||||
|
September 30,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
||||||
Restructuring expenses
|
$
|
13,926
|
|
(1)
|
$
|
10,283
|
|
(2)
|
$
|
3,643
|
|
Acquisition related expenses
|
18,377
|
|
(3)
|
2,446
|
|
(4)
|
15,931
|
|
|||
Total restructuring and acquisition related expenses
|
$
|
32,303
|
|
|
$
|
12,729
|
|
|
$
|
19,574
|
|
(1)
|
Restructuring expenses of $8.3 million, $2.9 million, $1.6 million and $1.1 million for the nine months ended September 30, 2016 related to the integration of acquired businesses in our Specialty, North America, Glass and Europe segments, respectively. These integration activities included the closure of duplicate facilities and termination of employees.
|
(2)
|
Restructuring expenses through the nine months ended September 30, 2015 primarily related to our October 2014 acquisition of a supplier of parts for recreational vehicles in addition to the July 2015 acquisition of Parts Channel. These integration activities included the closure of duplicate facilities and termination of employees in connection with the integration of the acquisitions into our existing business.
|
(3)
|
Acquisition related expenses for the nine months ended September 30, 2016 reflect $10.9 million and $4.1 million related to the acquisitions of Rhiag and PGW, respectively. The remaining expense was related to other completed and potential acquisitions.
|
(4)
|
Acquisition related expenses through the nine months ended September 30, 2015 included $1.5 million of external costs related to our acquisitions of eleven aftermarket parts distribution businesses in the Netherlands through the third quarter of 2015. The remaining acquisition related expenses were primarily related to potential acquisitions.
|
|
Nine Months Ended
|
|
|
|
||||||||
|
September 30,
|
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
|
||||||
Depreciation
|
$
|
79,042
|
|
|
$
|
65,126
|
|
|
$
|
13,916
|
|
(1)
|
Amortization
|
58,191
|
|
|
24,992
|
|
|
33,199
|
|
(2)
|
|||
Total depreciation and amortization
|
$
|
137,233
|
|
|
$
|
90,118
|
|
|
$
|
47,115
|
|
|
(1)
|
The increase in depreciation expense primarily reflects depreciation expense for property, plant and equipment recorded related to our acquisitions of Rhiag and PGW of $9.0 million and $1.8 million, respectively. The remaining change reflects increased levels of property and equipment to support our organic related growth.
|
(2)
|
The increase in amortization expense primarily reflects amortization expense for intangible assets recorded related to our acquisitions of Rhiag and PGW of $30.5 million and $5.0 million, respectively. These increases are partially offset by a decline in accelerated amortization for intangibles recognized in previous years.
|
Other expense, net for the nine months ended September 30, 2015
|
$
|
43,338
|
|
|
|
Increase (Decrease) due to:
|
|
|
|||
Interest expense, net
|
23,782
|
|
(1)
|
||
Loss on debt extinguishment
|
26,650
|
|
(2)
|
||
Gains on foreign exchange contracts - acquisition related
|
(18,342
|
)
|
(3)
|
||
Other income, net
|
(3,917
|
)
|
(4)
|
||
Net increase
|
28,173
|
|
|
||
Other expense, net for the nine months ended September 30, 2016
|
$
|
71,511
|
|
|
(1)
|
Additional interest primarily relates to borrowings used to fund the acquisitions of Rhiag and PGW.
|
(2)
|
During the first quarter of 2016, we incurred a $23.8 million loss on debt extinguishment as a result of our early payment of Rhiag debt assumed as part of the acquisition, and we incurred a $2.9 million loss on debt extinguishment as a result of our January 2016 amendment to our senior secured credit agreement.
|
(3)
|
In March 2016, we entered into foreign currency forward contracts to acquire a total of €588 million used to fund the purchase price of the Rhiag acquisition. The rates under the foreign currency forwards were favorable to the spot rate on March 17, 2016, and as result, these derivatives contracts generated a gain of $18.3 million.
|
(4)
|
The change in Other income, net primarily reflects the impact of foreign currency transaction gains and losses, which was a net $2.7 million favorable impact compared to the prior year period. This includes unrealized gains and losses on foreign currency transactions and unrealized mark-to-market gains and losses on foreign currency forward contracts used to hedge the purchase of inventory in our U.K. operations. The remaining change relates to miscellaneous other income.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
|
2016
|
|
% of Total Segment Revenue
|
|
2015
|
|
% of Total Segment Revenue
|
|
2016
|
|
% of Total Segment Revenue
|
|
2015
|
|
% of Total Segment Revenue
|
||||||||
Third Party Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
1,046,579
|
|
|
|
|
$
|
1,037,130
|
|
|
|
|
$
|
3,214,343
|
|
|
|
|
$
|
3,127,988
|
|
|
|
Europe
|
770,219
|
|
|
|
|
511,146
|
|
|
|
|
2,141,186
|
|
|
|
|
1,508,325
|
|
|
|
||||
Specialty
|
311,621
|
|
|
|
|
283,456
|
|
|
|
|
934,955
|
|
|
|
|
807,401
|
|
|
|
||||
Glass
|
258,411
|
|
|
|
|
—
|
|
|
|
|
468,515
|
|
|
|
|
—
|
|
|
|
||||
Total third party revenue
|
$
|
2,386,830
|
|
|
|
|
$
|
1,831,732
|
|
|
|
|
$
|
6,758,999
|
|
|
|
|
$
|
5,443,714
|
|
|
|
Total Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
1,046,665
|
|
|
|
|
$
|
1,037,290
|
|
|
|
|
$
|
3,214,762
|
|
|
|
|
$
|
3,128,614
|
|
|
|
Europe
|
770,219
|
|
|
|
|
511,146
|
|
|
|
|
2,141,186
|
|
|
|
|
1,508,395
|
|
|
|
||||
Specialty
|
312,590
|
|
|
|
|
284,306
|
|
|
|
|
937,969
|
|
|
|
|
809,858
|
|
|
|
||||
Glass
|
258,525
|
|
|
|
|
—
|
|
|
|
|
468,703
|
|
|
|
|
—
|
|
|
|
||||
Eliminations
|
(1,169
|
)
|
|
|
|
(1,010
|
)
|
|
|
|
(3,621
|
)
|
|
|
|
(3,153
|
)
|
|
|
||||
Total revenue
|
$
|
2,386,830
|
|
|
|
|
$
|
1,831,732
|
|
|
|
|
$
|
6,758,999
|
|
|
|
|
$
|
5,443,714
|
|
|
|
Segment EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
141,054
|
|
|
13.5%
|
|
$
|
128,506
|
|
|
12.4%
|
|
$
|
452,254
|
|
|
14.1%
|
|
$
|
416,774
|
|
|
13.3%
|
Europe
|
72,586
|
|
|
9.4%
|
|
52,733
|
|
|
10.3%
|
|
220,066
|
|
|
10.3%
|
|
153,199
|
|
|
10.2%
|
||||
Specialty
|
32,449
|
|
|
10.4%
|
|
26,075
|
|
|
9.2%
|
|
105,979
|
|
|
11.3%
|
|
91,677
|
|
|
11.3%
|
||||
Glass
|
27,758
|
|
|
10.7%
|
|
—
|
|
|
n/m
|
|
51,059
|
|
|
10.9%
|
|
—
|
|
|
n/m
|
||||
Total Segment EBITDA
|
$
|
273,847
|
|
|
11.5%
|
|
$
|
207,314
|
|
|
11.3%
|
|
$
|
829,358
|
|
|
12.3%
|
|
$
|
661,650
|
|
|
12.2%
|
|
Three Months Ended September 30,
|
|
Percentage Change in Revenue
|
||||||||||||||||
North America
|
2016
|
|
2015
|
|
Organic
|
|
Acquisition
(3)
|
|
Foreign Exchange
|
|
Total Change
|
||||||||
Parts & services revenue
|
$
|
935,959
|
|
|
$
|
914,956
|
|
|
2.1
|
%
|
(1)
|
0.2
|
%
|
|
0.0
|
%
|
|
2.3
|
%
|
Other revenue
|
110,620
|
|
|
122,174
|
|
|
(10.1
|
)%
|
(2)
|
0.8
|
%
|
|
(0.1
|
)%
|
|
(9.5
|
)%
|
||
Total third party revenue
|
$
|
1,046,579
|
|
|
$
|
1,037,130
|
|
|
0.6
|
%
|
|
0.3
|
%
|
|
(0.0
|
)%
|
|
0.9
|
%
|
Note: In the table above, the sum of the individual percentages may not equal the total due to rounding.
|
(1)
|
Organic growth in parts and services revenue is primarily attributable to favorable pricing in our salvage operations in the third quarter of 2016 compared to the same period in 2015.
|
(2)
|
The $12 million decrease in other revenue primarily relates to a $6 million decline in revenue from metals found in catalytic converters (platinum, palladium and rhodium) due to lower volumes year over year and a $3 million decline in revenue from aluminum due to lower prices year over year.
|
(3)
|
The acquired revenue growth reflects the impact of our acquisition of two wholesale businesses and one self service retail operation acquired since the beginning of the third quarter of 2015 up to the one year anniversary of the acquisition date.
|
(1)
|
The improvement in gross margin reflects a 1.0% favorable impact from our aftermarket operations, as well as a favorable impact of 0.6% from our self service operations. We experienced a 0.6% favorable impact on gross margin as a result of procurement initiatives implemented in our aftermarket operations during 2016, which reduced our product costs; the remainder of our gross margin improvement in our aftermarket operations was primarily attributable to favorable sales prices. Gross margins at our self service operations improved as a result of the continued effort to reduce car costs to offset the loss in scrap and other metal revenue.
|
(2)
|
The increase in segment operating expenses as a percentage of revenue was primarily due to a 0.8% increase in personnel costs and a 0.3% increase in freight costs. Partially offsetting these increases was (i) a 0.3% reduction in vehicle expense as a result of lower auto claims expense and reduced maintenance costs due to a younger fleet and (ii) a 0.2% improvement in fuel prices.
|
|
Three Months Ended September 30,
|
|
Percentage Change in Revenue
|
||||||||||||||||
Europe
|
2016
|
|
2015
|
|
Organic
(1)
|
|
Acquisition
(2)
|
|
Foreign Exchange
(3)
|
|
Total Change
|
||||||||
Parts & services revenue
|
$
|
769,332
|
|
|
$
|
510,279
|
|
|
6.7
|
%
|
|
54.6
|
%
|
|
(10.6
|
)%
|
|
50.8
|
%
|
Other revenue
|
887
|
|
|
867
|
|
|
1.5
|
%
|
|
10.5
|
%
|
|
(9.7
|
)%
|
|
2.3
|
%
|
||
Total third party revenue
|
$
|
770,219
|
|
|
$
|
511,146
|
|
|
6.7
|
%
|
|
54.6
|
%
|
|
(10.6
|
)%
|
|
50.7
|
%
|
Note: In the table above, the sum of the individual percentages may not equal the total due to rounding.
|
(1)
|
In our U.K. operations, parts and services revenue grew organically by 6.9%, while in our Benelux region operations, parts and services revenue grew organically by 5.1%. Our organic revenue growth in the U.K. operations, which primarily resulted from higher sales volumes, was composed of a 5.3% increase in revenue from stores open more than 12 months and a 1.6% increase from revenue generated by 15 branch openings since the third quarter of the prior year through the one year anniversary of their respective opening dates. Organic revenue growth in our Benelux operations was primarily due to higher sales volumes.
|
(2)
|
Acquisition related growth for the third quarter of 2016 includes
$266.0 million from our acquisition of Rhiag. The remainder of our acquired revenue growth reflects revenue from the start of the quarter up to the one year anniversary of the acquisition date from our acquisitions of 4 distribution companies in the Netherlands, 2 wholesale businesses in the U.K., and 2 salvage businesses in Sweden acquired since the beginning of the third quarter of 2015.
|
(3)
|
Compared to the prior year quarter, exchange rates reduced our revenue growth by $54.2 million, or 10.6%, primarily due to the strengthening of the U.S. dollar against the pound sterling in the third quarter of 2016; the euro remained flat relative to the U.S. dollar through the third quarter of 2016.
|
(1)
|
The decrease in gross margin is primarily due to a 1.5% decline as a result of the acquisition of Rhiag, which has lower gross margins than our other Europe operations. In addition, our U.K. margins declined 0.5% primarily due to an increase in customer rebates and additional costs associated with the partially operational Tamworth, England distribution center.
|
(2)
|
The decrease in segment operating expenses as a percentage of revenue reflects a 2.4% decrease related to the acquisition of Rhiag, which has lower operating expenses as a percentage of revenue than our existing Europe
|
(3)
|
The increase in other expense, net as a percentage of revenue reflects losses on inventory purchases denominated in a foreign currency in our U.K. operations.
|
|
Three Months Ended September 30,
|
|
Percentage Change in Revenue
|
||||||||||||||||
Specialty
|
2016
|
|
2015
|
|
Organic
(1)
|
|
Acquisition
(2)
|
|
Foreign Exchange
|
|
Total Change
|
||||||||
Parts & services revenue
|
$
|
311,621
|
|
|
$
|
283,456
|
|
|
3.7
|
%
|
|
6.2
|
%
|
|
—
|
%
|
|
9.9
|
%
|
Other revenue
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
||
Total third party revenue
|
$
|
311,621
|
|
|
$
|
283,456
|
|
|
3.7
|
%
|
|
6.2
|
%
|
|
—
|
%
|
|
9.9
|
%
|
Note: In the table above, the sum of the individual percentages may not equal the total due to rounding.
|
(1)
|
Organic growth in Specialty parts and services revenue reflects an increase in service levels in various regions of North America as we continue to expand the breadth and depth of our inventory offerings and add delivery capacity to our integrated distribution network to allow us to realize synergies associated with the integration of Coast.
|
(2)
|
Acquisition related growth reflects the impact of the acquisition of Coast on August 19, 2015.
|
(1)
|
Gross margin for the period was relatively flat compared to the prior year period due to the offsetting effects of (i) a 0.4% favorable impact from the timing of recognizing certain advertising credits in comparison to the prior year quarter and (ii) a 0.3% increase in inventory costs, which were higher due to the stocking of two distribution centers in the third quarter of 2016 which were not yet operational in the prior year period.
|
(2)
|
The decrease in segment operating expenses primarily reflects a (i) 0.4% improvement in bad debt expense due to improved customer collections, (ii) 0.3% improvement from the timing of advertising expense recognition, as we recognized more advertising expense in the first half of 2016, and (iii) 0.3% improvement related to Coast synergies.
|
(1)
|
Organic growth in parts and services revenue was primarily attributable to favorable pricing. Increased prices in our wholesale operations, primarily in our salvage operations, was a result of shifting our salvage vehicle purchasing to higher quality vehicles, which raised the average revenue per part sold. Organic revenue also grew as a result of increased sales volumes in our wholesale operations resulting from improved fill rates and in-stock rates, as well as increased purchasing levels, which contributed to a greater volume of parts available for sale. Organic revenue growth in parts and services was negatively affected by milder winter weather conditions in North America in the first quarter of 2016. The organic growth was partially offset by a negative mix impact as we saw a smaller percentage of sales from high value salvage part types in 2016.
|
(2)
|
The $52 million decrease in other revenue primarily relates to (i) a $21 million decline in revenue from metals, such as those found in catalytic converters (platinum, palladium and rhodium), aluminum wheels and copper wiring, all due to lower prices year over year, (ii) a $19 million decline in revenue from scrap steel and other metals primarily related to lower prices, and (iii) a $13 million reduction due to the sale of our precious metals business late in the second quarter of 2015.
|
(3)
|
The acquired revenue growth reflects the impact of our acquisition of five wholesale businesses and one self service retail operation acquired since the beginning of 2015 up to the one year anniversary of the acquisition date.
|
(4)
|
Compared to the prior year, exchange rates reduced our revenue growth by 0.3%, primarily due to the strengthening of the U.S. dollar against the Canadian dollar in the first nine months of 2016 compared to the prior year period.
|
(1)
|
The improvement in gross margin reflects a 0.7% favorable impact from our self service operations, as car costs have decreased by a greater percentage year over year than revenue. Within our wholesale operations, we experienced a 0.4% favorable impact on gross margin as a result of procurement initiatives implemented in our aftermarket operations during 2016, which reduced our product costs.
|
(2)
|
The increase in segment operating expenses as a percentage of revenue was primarily the result of a 0.5% increase in personnel costs as a percentage of revenue. Further contributing to the increase in operating expenses was a 0.2% increase in freight costs as a percentage of revenue, partially offset by a 0.2% improvement in fuel prices.
|
|
Nine Months Ended September 30,
|
|
Percentage Change in Revenue
|
||||||||||||||||
Europe
|
2016
|
|
2015
|
|
Organic
(1)
|
|
Acquisition
(2)
|
|
Foreign Exchange
(3)
|
|
Total Change
|
||||||||
Parts & services revenue
|
$
|
2,137,999
|
|
|
$
|
1,505,106
|
|
|
7.2
|
%
|
|
41.1
|
%
|
|
(6.3
|
)%
|
|
42.0
|
%
|
Other revenue
|
3,188
|
|
|
3,219
|
|
|
(10.0
|
)%
|
|
14.2
|
%
|
|
(5.2
|
)%
|
|
(1.0
|
)%
|
||
Total third party revenue
|
$
|
2,141,187
|
|
|
$
|
1,508,325
|
|
|
7.2
|
%
|
|
41.1
|
%
|
|
(6.3
|
)%
|
|
42.0
|
%
|
Note: In the table above, the sum of the individual percentages may not equal the total due to rounding.
|
(1)
|
In our U.K. operations, parts and services revenue grew organically by 7.9%, while in our Benelux region operations, parts and services revenue grew organically by 5.2%. Our organic revenue growth in the U.K., which primarily resulted from higher sales volumes, was composed of a 6.3% increase in revenue from stores open more than 12 months and a 1.7% increase from revenue generated by 15 branch openings since the third quarter of the prior year through the one year anniversary of their respective opening dates. Organic revenue growth in our Benelux operations was primarily due to higher sales volumes as a result of the introduction of new product lines through the nine months ended September 30, 2016 compared to the prior year period and two additional selling days in the first nine months of 2016 compared to the prior year period.
|
(2)
|
Acquisition related growth through the third quarter of 2016 includes
$584.0 million from our acquisition of Rhiag. The remainder of our acquired revenue growth reflects our acquisition of 4 distribution companies in the Netherlands, 2 wholesale businesses in the U.K., and 2 salvage businesses in Sweden acquired since the beginning of the third quarter of 2015 up to the one year anniversary of the acquisition date.
|
(3)
|
Compared to the prior year, exchange rates reduced our revenue growth by $95.2 million, or 6.3%, primarily due to the strengthening of the U.S. dollar against the pound sterling relative to the first nine months of 2015.
|
(1)
|
The decrease in gross margin reflects a 1.1% decline in gross margin due to the acquisition of Rhiag, which has lower gross margins that our other Europe operations. This decline is partially offset by a 0.5% improvement in our Benelux
|
(2)
|
The decrease in segment operating expenses as a percentage of revenue reflects (i) a decrease of 1.7% in operating expenses as a result of the acquisition of Rhiag, which has lower operating expenses as a percentage of revenue than our existing Europe operations and (ii) an increase in facility and warehouse expenses of 0.8% from our U.K. operations due to increases from opening 15 new branches and 6 new hubs since the prior year third quarter as well as the addition of facility and personnel costs for the Tamworth distribution facility.
|
|
Nine Months Ended September 30,
|
|
Percentage Change in Revenue
|
||||||||||||||||
Specialty
|
2016
|
|
2015
|
|
Organic
(1)
|
|
Acquisition
(2)
|
|
Foreign Exchange
(3)
|
|
Total Change
|
||||||||
Parts & services revenue
|
$
|
934,955
|
|
|
$
|
807,401
|
|
|
7.3
|
%
|
|
8.9
|
%
|
|
(0.4
|
)%
|
|
15.8
|
%
|
Other revenue
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
||
Total third party revenue
|
$
|
934,955
|
|
|
$
|
807,401
|
|
|
7.3
|
%
|
|
8.9
|
%
|
|
(0.4
|
)%
|
|
15.8
|
%
|
Note: In the table above, the sum of the individual percentages may not equal the total due to rounding.
|
(1)
|
Organic growth in Specialty parts and services revenue reflects an increase in service levels in various regions of North America as we continue to expand the breadth and depth of our inventory offerings and add delivery capacity to our integrated distribution network to allow us to realize synergies associated with the integration of Coast. In the first half of 2016, we saw growth from favorable macro trends and economic conditions, which increased consumer discretionary spending on automotive and recreational vehicle parts and accessories. In the third quarter, these macro trends and economic conditions were less favorable than the first half of the year, resulting in lower organic revenue growth during the third quarter.
|
(2)
|
Acquisition related growth reflects the impact of the acquisition of Coast on August 19, 2015.
|
(3)
|
Compared to the prior year, exchange rates reduced our revenue growth by 0.4%, primarily due to the strengthening U.S. dollar against the Canadian dollar through the third quarter of 2016 compared to the same period in the prior year.
|
(1)
|
The decline in gross margin reflects (i) a 0.4% increase in inventory costs, which were higher due to the stocking of two distribution centers that were not yet operational in the prior year period and (ii) a 0.3% unfavorable gross margin impact due to customer volume rebate adjustments which have increased along with sales volume. These negative effects were partially offset by a 0.2% favorable mix effect resulting from a shift toward higher margin products, particularly truck and off road products.
|
(2)
|
The decrease in segment operating expenses reflects a 0.7% reduction in selling, general and administrative expenses primarily related to (i) a 0.2% decline in personnel costs from the realization of integration synergies and (ii) lower bad debt expense of 0.2% due to increased collection efforts and (iii) individually insignificant decreases across various selling, general and administrative expense categories totaling 0.3%. These positive effects were offset by an increase in facility and warehouse expense of 0.4% from the addition of two distribution facilities in late 2015 and the higher cost of Coast facilities in comparison to the rest of our Specialty business.
|
|
September 30, 2016
|
|
December 31, 2015
|
|
September 30, 2015
|
||||||
Cash and equivalents
|
$
|
271,851
|
|
|
$
|
87,397
|
|
|
$
|
137,086
|
|
Total debt
(1)
|
3,289,924
|
|
|
1,599,695
|
|
|
1,607,230
|
|
|||
Net debt (total debt less cash and equivalents)
|
3,018,073
|
|
|
1,512,298
|
|
|
1,470,144
|
|
|||
Current maturities
(2)
|
77,311
|
|
|
57,494
|
|
|
37,174
|
|
|||
Capacity under credit facilities
(3)
|
2,547,000
|
|
|
1,947,000
|
|
|
1,947,000
|
|
|||
Availability under credit facilities
(3)
|
1,177,082
|
|
|
1,337,653
|
|
|
1,310,517
|
|
|||
Total liquidity (cash and equivalents plus availability under credit facilities)
|
1,448,933
|
|
|
1,425,050
|
|
|
1,447,603
|
|
•
|
Senior secured credit facilities maturing in January 2021, composed of a term loan of $500 million and a €230 million term loan (
$749 million
of term loans outstanding at
September 30, 2016
) and $2.45 billion in revolving credit (
$1.20 billion
outstanding at
September 30, 2016
), bearing interest at variable rates (although a portion of this debt is hedged through interest rate swap contracts) reduced by
$70.9 million
of amounts outstanding under letters of credit
|
•
|
Senior Notes totaling
$600 million
, maturing in May 2023 and bearing interest at a 4.75% fixed rate
|
•
|
Euro Notes totaling
$562 million
(€500 million), maturing in April 2024 and bearing interest at a 3.875% fixed rate
|
•
|
Receivables securitization facility with availability up to $97 million (
$97 million
outstanding as of
September 30, 2016
), maturing in October 2017 and bearing interest at variable commercial paper rates
|
Three months ending December 31, 2016
|
$
|
41,660
|
|
Years ending December 31:
|
|
||
2017
|
143,720
|
|
|
2018
|
42,809
|
|
|
2019
|
40,685
|
|
|
2020
|
39,724
|
|
|
2021
|
1,795,645
|
|
|
Thereafter
|
1,185,681
|
|
|
Total debt
|
$
|
3,289,924
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||||||||||||||||||
|
September 30,
|
|
September 30,
|
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
|
||||||||||||
North America
|
$
|
250,000
|
|
|
$
|
251,200
|
|
|
$
|
(1,200
|
)
|
|
$
|
769,100
|
|
|
$
|
740,800
|
|
|
$
|
28,300
|
|
(1)
|
Europe
|
596,107
|
|
|
306,412
|
|
|
289,695
|
|
|
1,464,207
|
|
|
830,976
|
|
|
633,231
|
|
(2)
|
||||||
Specialty
|
222,659
|
|
|
189,710
|
|
|
32,949
|
|
|
722,059
|
|
|
564,176
|
|
|
157,883
|
|
(3)
|
||||||
Glass
|
197,968
|
|
|
—
|
|
|
197,968
|
|
|
364,968
|
|
|
—
|
|
|
364,968
|
|
(4)
|
||||||
Total
|
$
|
1,266,734
|
|
|
$
|
747,322
|
|
|
$
|
519,412
|
|
|
$
|
3,320,334
|
|
|
$
|
2,135,952
|
|
|
$
|
1,184,382
|
|
|
(1)
|
In North America, aftermarket purchases during the nine months ended September 30, 2016 increased primarily as a result of our July 2015 acquisition of Parts Channel coupled with lower purchase levels in the first quarter of 2015 due to accelerated purchases in the fourth quarter of 2014 in anticipation of potential labor issues at West Coast ports in the United States.
|
(2)
|
In our Europe segment, the increase in purchases was primarily due to our acquisition of Rhiag in March 2016, which added incremental purchases of $236.1 million in the third quarter of 2016 and $498.7 million year to date. Purchases for our U.K. operations increased in the three and nine months ended September 30, 2016 compared to the prior year periods primarily as a result of opening six new hubs since the prior year third quarter and incremental inventory purchases to stock the Tamworth, England national distribution center. Purchases in our Netherlands operations increased as a result of organic and acquisition related growth. These increases were partially offset by the devaluation of the pound sterling in the nine months of 2016 compared to the prior year period.
|
(3)
|
The increase in Specialty aftermarket purchases during the three and nine months ended September 30, 2016 is primarily due to (i) accelerated inventory purchases to stock two new distribution centers during the first quarter of 2016, (ii) additional purchases to support the increased sales volume as a result of the Coast acquisition, and (iii) additional inventory purchases in 2016 due to stronger than anticipated sales volumes as a result of our annual trade shows.
|
(4)
|
Glass inventory purchases reflect inventory purchases made during the three and nine months ended September 30, 2016 as a result of our April 2016 acquisition of PGW. The amount includes purchases of raw materials used in PGW's manufacturing and fabrication of automotive glass products as well as purchases of aftermarket and refurbished automotive replacement glass and assemblies.
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||||||||||||
|
September 30,
|
|
September 30,
|
|
||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
|
||||||
North America Wholesale salvage cars and trucks
|
70
|
|
|
71
|
|
|
(1.4
|
)%
|
|
214
|
|
|
216
|
|
|
(0.9
|
)%
|
|
Europe Wholesale salvage cars and trucks
|
5
|
|
|
5
|
|
|
—
|
%
|
|
17
|
|
|
16
|
|
|
6.3
|
%
|
|
Self service and "crush only" cars
|
132
|
|
|
128
|
|
|
3.1
|
%
|
|
395
|
|
|
359
|
|
|
10.0
|
%
|
(1)
|
(1)
|
Compared to the the prior year period, we increased our purchases of lower cost self service and "crush only" cars as prices for vehicles have come down in certain markets due to the decline in the prices of scrap and other metals, allowing us to purchase higher quality vehicles at favorable prices.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
4.1
|
Supplemental Indenture dated as of September 9, 2016 among LKQ Corporation, as Issuer, certain subsidiaries of LKQ Corporation, as Guarantors, and U.S. Bank National Association, as Trustee.
|
4.2
|
Supplemental Indenture dated as of September 9, 2016 among LKQ Corporation, LKQ Italia Bondco S.p.A., as Issuer, certain subsidiaries of LKQ Corporation, as Guarantors, and BNP Paribas Trust Corporation UK Limited, as Trustee.
|
10.1
|
LKQ Corporation 1998 Equity Incentive Plan, as amended.
|
31.1
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
LKQ CORPORATION
|
|
|
|
/s/ DOMINICK ZARCONE
|
|
Dominick Zarcone
|
|
Executive Vice President and Chief Financial Officer
|
|
(As duly authorized officer and Principal Financial Officer)
|
|
|
|
/s/ MICHAEL S. CLARK
|
|
Michael S. Clark
|
|
Vice President — Finance and Controller
|
|
(As duly authorized officer and Principal Accounting Officer)
|
/s/ ROBERT L. WAGMAN
|
|
Robert L. Wagman
|
|
President and Chief Executive Officer
|
|
/
S
/ DOMINICK ZARCONE
|
|
Dominick Zarcone
|
|
Executive Vice President and Chief Financial Officer
|
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/
S
/ ROBERT L. WAGMAN
|
|
Robert L. Wagman
|
|
President and Chief Executive Officer
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/
S
/ DOMINICK ZARCONE
|
|
Dominick Zarcone
|
|
Executive Vice President and Chief Financial Officer
|