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8-K - 8-K - LKQ CORPlkq8-k.htm
Exhibit 99.1

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LKQ CORPORATION ANNOUNCES THIRD QUARTER 2016 FINANCIAL RESULTS

Revenue growth of 30.3% to $2.4 billion
Organic revenue growth for parts and services of 3.7%
Net income growth of 21.1%; adjusted net income growth of 26.8%
Diluted EPS of $0.40; adjusted diluted EPS of $0.45
Annual guidance updated

Chicago, IL (October 27, 2016) - LKQ Corporation (Nasdaq: LKQ) today reported revenue for the third quarter of 2016 of $2.39 billion, an increase of 30.3% as compared to $1.83 billion in the third quarter of 2015. Net income for the third quarter of 2016 was $122.7 million, an increase of 21.1% as compared to $101.3 million for the same period of 2015. On an adjusted basis, net income was $139.3 million, an increase of 26.8% as compared to the $109.9 million for the same period of 2015. Diluted earnings per share for the third quarter of 2016 was $0.40, an increase of 21.2% as compared to $0.33 for the same period of 2015. On an adjusted basis, diluted earnings per share was $0.45 in the third quarter of 2016 reflecting a 25.0% increase over $0.36 for the same period of 2015.
“The results we achieved in the third quarter reflect the benefits of our increasingly diverse and global operations. We had impressive revenue growth in parts and services of 33.2% and growth in adjusted diluted earnings per share of 25% in the third quarter. We also continued to realize the benefits associated with the productivity initiatives implemented this year,” stated Robert Wagman, President and Chief Executive Officer of LKQ Corporation. “While there was softness across parts of the global auto industry during the quarter, the Company delivered positive organic revenue growth for parts and services of 3.7%.”
On a nine month year-to-date basis, revenue was $6.76 billion, an increase of 24.2% from $5.44 billion for the comparable period of 2015. Parts and services organic revenue growth for the first nine months of 2016 was 5.1%. Net income for the first nine months of 2016 was $377.6 million, as compared to $328.2 million for the same period of 2015. Diluted earnings per share was $1.22 for the first nine months of 2016, reflecting a 14.0% increase as compared to $1.07 for the comparable period of 2015. On an adjusted basis, diluted earnings per share was $1.41 in the first nine months of 2016 reflecting a 22.6% increase over $1.15 for the same period of 2015.
See the reconciliation of net income and diluted earnings per share to adjusted net income and adjusted diluted earnings per share included with this press release.








Balance Sheet and Liquidity
Cash flow from operations totaled $524 million on a nine month year-to-date basis, of which approximately $153 million was invested in capital expenditures. As of September 30, 2016, the balance sheet reflected cash and equivalents of $272 million and outstanding debt of $3.3 billion. Total availability under the Company’s credit facility at September 30, 2016 was approximately $1.2 billion.
Other Events
During the third quarter of 2016, LKQ acquired a distributor of aftermarket automotive products in the Netherlands, a distributor of recreational vehicle products and accessories in the United Kingdom, a distributor of aftermarket automotive products in Ireland, and a heavy-duty truck salvage business in Minnesota. Also, in the third quarter, LKQ’s European operations opened three new branches in the United Kingdom and eight new branches in Eastern Europe.
On October 4, 2016, the Company announced that its United Kingdom subsidiary, Euro Car Parts, acquired substantially all the business assets of Andrew Page Limited, a distributor of automotive parts in the United Kingdom. As part of the transaction, Euro Car Parts acquired 102 Andrew Page branch locations.
Company Outlook
The Company updated its guidance for 2016.
 
Updated Guidance
Prior Guidance
Organic revenue growth (parts & services)
4.5% to 5.0%
5.5% to 7.0%
Adjusted net income*
$551 million to $569 million
$555 million to $580 million
Adjusted diluted EPS*
$1.78 to $1.84
$1.79 to $1.87
Cash flow from operations
$575 million to $600 million
$585 million to $635 million
Capital expenditures
$200 million to $225 million
$200 million to $225 million
*Non-GAAP measures. See the table accompanying this release that reconciles forecasted net income and diluted EPS to forecasted adjusted net income and adjusted diluted EPS.
Our revised 2016 guidance is based on current conditions (including acquisitions completed through October 27, 2016) and excludes the impact of restructuring and acquisition related expenses; loss on debt extinguishment; amortization of acquired intangibles; gains or losses related to acquisitions or divestitures (including changes in the fair value of contingent consideration liabilities); income tax effects related to excess tax benefits; and capital spending related to future business acquisitions.
The updated guidance for 2016 is based on scrap prices remaining at current prices and exchange rates for the British pound, Euro and Canadian dollar holding near current levels. Changes in these figures may impact our ability to achieve the updated guidance.








Non-GAAP Financial Measures
This release contains, and management’s presentation on the conference call will refer to, non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission (SEC). Included with this release are reconciliations of each non-GAAP financial measure and the most directly comparable financial measure calculated in accordance with GAAP.
Conference Call Details
On October 27, 2016 at 10:00 a.m. Eastern Time (9:00 a.m. Central Time) members of senior management will host a conference call and Webcast to discuss the Company's results. To access the investor conference call, please dial (877) 201-0168. International access to the call may be obtained by dialing (647) 788-4901.
Webcast and Presentation Details
The audio webcast and accompanying slide presentation can be accessed at www.lkqcorp.com in the Investor Relations section.
A replay of the conference call will be available by telephone at (855) 859-2056 or (404) 537-3406 for international calls. The telephone replay will require you to enter conference ID: 81369558#. An online replay of the audio webcast will be available on the Company's website. Both formats of replay will be available through November 10, 2016. Please allow approximately two hours after the live presentation before attempting to access the replay.
About LKQ Corporation
LKQ Corporation (www.lkqcorp.com) is a leading provider of alternative and specialty parts to repair and accessorize automobiles and other vehicles.  LKQ is also a leader in the design, production and supply of automotive glass to OEMs. LKQ has operations in North America, Europe, China and Taiwan. LKQ offers its customers a broad range of replacement systems, components, equipment and parts to repair and accessorize automobiles, trucks, and recreational and performance vehicles.
Forward Looking Statements
Statements and information in this press release that are not historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are made pursuant to the “safe harbor” provisions of such Act.
Forward-looking statements include, but are not limited to, statements regarding our outlook, guidance, expectations, beliefs, hopes, intentions and strategies. These statements are subject to a number of risks, uncertainties, assumptions and other factors including those identified below. All forward-looking statements are based on information available to us at the time the statements are made. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
You should not place undue reliance on our forward-looking statements. Actual events or results may differ materially from those expressed or implied in the forward-looking statements. The risks, uncertainties, assumptions and other factors that could cause actual results to differ from the results predicted or implied by our forward-looking statements include the factors set forth





below, and other factors discussed in our filings with the SEC, including those disclosed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2015 and in our subsequent Quarterly Reports on Form 10-Q. These reports are available on our investor relations website at lkqcorp.com and on the SEC website at sec.gov.

These factors include the following (not necessarily in order of importance):

changes in economic and political activity in the U.S. and other countries in which we are located or do business, including the U.K. withdrawal from the European Union, and the impact of these changes on our businesses, the demand for our products and our ability to obtain financing for operations;
increasing competition in the automotive parts industry;
fluctuations in the pricing of new original equipment manufacturer (“OEM”) replacement products;
changes in the level of acceptance and promotion of alternative automotive parts by insurance companies and auto repairers;
changes to our business relationships with insurance companies or changes by insurance companies to their business practices relating to the use of our products;
our ability to identify sufficient acquisition candidates at reasonable prices to maintain our growth objectives;
our ability to integrate, realize expected synergies, and successfully operate acquired companies and any companies acquired in the future, and the risks associated with these companies;
restrictions or prohibitions on selling certain aftermarket products to the extent OEMs seek and obtain more design patents than they have in the past and are successful in asserting infringement of these patents and defending their validity;
variations in the number of vehicles manufactured and sold, vehicle accident rates, miles driven, and the age profile of vehicles in accidents;
fluctuations in the prices of fuel, scrap metal and other commodities;
changes in laws or regulations affecting our business;
higher costs and the resulting potential inability to service our customers to the extent that our suppliers decide to discontinue business relationships with us;
price increases, interruptions or disruptions to the supply of vehicles or vehicle parts from aftermarket suppliers and from salvage auctions;





changes in the demand for our products and the supply of our inventory due to severity of weather and seasonality of weather patterns;
the risks associated with operating in foreign jurisdictions, including foreign laws and economic and political instabilities;
declines in the values of our assets;
additional unionization efforts, new collective bargaining agreements, and work stoppages;
our ability to develop and implement the operational and financial systems needed to manage our operations;
interruptions, outages or breaches of our operational systems, security systems, or infrastructure as a result of attacks on, or malfunctions of, our systems;
product liability claims by the end users of our products or claims by other parties who we have promised to indemnify for product liability matters;
costs associated with recalls of the products we sell;
inaccuracies in the data relating to our industry published by independent sources upon which we rely;
currency fluctuations in the U.S. dollar, pound sterling and euro versus other currencies;
our ability to obtain financing on acceptable terms to finance our growth;
our ability to satisfy our debt obligations and to operate within the limitations imposed by financing agreements; and
other risks that are described in our Form 10-K filed February 25, 2016 and in other reports filed by us from time to time with the SEC.

Contact:

Joseph P. Boutross-LKQ Corporation
Director, Investor Relations
(312) 621-2793
jpboutross@lkqcorp.com








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

Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
307,190

 
305,059

 
306,690

 
304,453

Diluted
310,036

 
307,728

 
309,671

 
307,326









LKQ CORPORATION AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
 
September 30,
2016
 
December 31,
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 Cash Flows
(In thousands)
 
Nine Months Ended
 
September 30,
 
2016
 
2015
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net income
$
377,644

 
$
328,163

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
150,370

 
94,688

Stock-based compensation expense
17,062

 
16,291

Loss on debt extinguishment
26,650

 

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

Other
6,711

 
6,580

Changes in operating assets and liabilities, net of effects from acquisitions:
 
 
 
Receivables, net
(46,376
)
 
(6,304
)
Inventories, net
27,070

 
22,345

Prepaid income taxes/income taxes payable
4,134

 
39,639

Accounts payable
(12,412
)
 
(11,139
)
Other operating assets and liabilities
(8,360
)
 
14,732

Net cash provided by operating activities
524,151

 
504,995

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchases of property, plant and equipment
(152,746
)
 
(99,573
)
Acquisitions, net of cash acquired
(1,301,127
)
 
(157,357
)
Other investing activities, net
29,183

 
3,174

Net cash used in investing activities
(1,424,690
)
 
(253,756
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Proceeds from exercise of stock options
7,525

 
7,534

Taxes paid related to net share settlements of stock-based compensation awards
(4,440
)
 
(7,423
)
Proceeds from issuance of Euro notes
563,450

 

Repayment of Rhiag debt and related payments
(543,347
)
 

Net borrowings (payments) of long-term and other obligations, excluding Rhiag debt repayments and issuance of Euro notes
1,081,698

 
(226,728
)
Debt issuance costs
(16,404
)
 

Net cash provided by (used in) financing activities
1,088,482

 
(226,617
)
Effect of exchange rate changes on cash and equivalents
(3,489
)
 
(2,141
)
Net increase in cash and equivalents
184,454

 
22,481

Cash and equivalents, beginning of period
87,397

 
114,605

Cash and equivalents, end of period
$
271,851

 
$
137,086







The following unaudited tables compare certain third party revenue categories:
 
Three Months Ended
 
 
 
September 30,
 
 
 
2016
 
2015
 
$ Change
 
% Change
 
(In thousands)
 
 
 
 
Included in Unaudited Condensed Consolidated
 
 
 
 
 
 
 
Statements of Income of LKQ Corporation
 
 
 
 
 
 
 
North America
$
935,959

 
$
914,956

 
$
21,003

 
2.3
 %
Europe
769,332

 
510,279

 
259,053

 
50.8
 %
Specialty
311,621

 
283,456

 
28,165

 
9.9
 %
Glass
258,411

 

 
258,411

 
n/m

Parts and services
2,275,323

 
1,708,691

 
566,632

 
33.2
 %
     Other
111,507

 
123,041

 
(11,534
)
 
(9.4
)%
    Total
$
2,386,830

 
$
1,831,732

 
$
555,098

 
30.3
 %

Revenue changes by category for the three months ended September 30, 2016 vs. 2015:
 
Revenue Change Attributable to:
 
 
 
Organic
 
Acquisition
 
Foreign Exchange
 
Total Change (1)
North America
2.1
 %
 
0.2
%
 
0.0
 %
 
2.3
 %
Europe
6.7
 %
 
54.6
%
 
(10.6
)%
 
50.8
 %
Specialty
3.7
 %
 
6.2
%
 
0.0
 %
 
9.9
 %
Glass
n/m

 
n/m

 
n/m

 
n/m

Parts and services
3.7
 %
 
32.6
%
 
(3.2
)%
 
33.2
 %
     Other
(10.1
)%
 
0.8
%
 
(0.2
)%
 
(9.4
)%
    Total
2.8
 %
 
30.5
%
 
(3.0
)%
 
30.3
 %

(1) The sum of the individual revenue change components may not equal the total percentage change due to rounding.



The following unaudited tables compare certain third party revenue categories:
 
Nine Months Ended
 
 
 
September 30,
 
 
 
2016
 
2015
 
$ Change
 
% Change
 
(In thousands)
 
 
 
 
Included in Unaudited Condensed Consolidated
 
 
 
 
 
 
 
Statements of Income of LKQ Corporation
 
 
 
 
 
 
 
North America
$
2,884,169

 
$
2,745,448

 
$
138,721

 
5.1
 %
Europe
2,137,998

 
1,505,106

 
632,892

 
42.0
 %
Specialty
934,955

 
807,401

 
127,554

 
15.8
 %
Glass
468,515

 

 
468,515

 
n/m

Parts and services
6,425,637

 
5,057,955

 
1,367,682

 
27.0
 %
     Other
333,362

 
385,759

 
(52,397
)
 
(13.6
)%
    Total
$
6,758,999

 
$
5,443,714

 
$
1,315,285

 
24.2
 %

Revenue changes by category for the nine months ended September 30, 2016 vs. 2015:
 
Revenue Change Attributable to:
 
 
 
Organic
 
Acquisition
 
Foreign Exchange
 
Total Change (1)
North America
3.3
 %
 
2.0
%
 
(0.3
)%
 
5.1
 %
Europe
7.2
 %
 
41.1
%
 
(6.3
)%
 
42.0
 %
Specialty
7.3
 %
 
8.9
%
 
(0.4
)%
 
15.8
 %
Glass
n/m

 
n/m

 
n/m

 
n/m

Parts and services
5.1
 %
 
24.0
%
 
(2.1
)%
 
27.0
 %
     Other
(17.2
)%
 
3.8
%
 
(0.2
)%
 
(13.6
)%
    Total
3.5
 %
 
22.6
%
 
(2.0
)%
 
24.2
 %


(1) The sum of the individual revenue change components may not equal the total percentage change due to rounding.



LKQ CORPORATION AND SUBSIDIARIES
Unaudited Supplementary Data
(In thousands, except per share data)
 
Three Months Ended September 30,
Operating Highlights
2016
 
2015
 
 
 
 
 
 
 
% of Revenue (1)
 
 
 
% of Revenue (1)
 
Change
 
% Change
Revenue
$
2,386,830

 
100.0
 %
 
$
1,831,732

 
100.0
 %
 
$
555,098

 
30.3
%
Cost of goods sold
1,503,418

 
63.0
 %
 
1,118,953

 
61.1
 %
 
384,465

 
34.4
%
Gross margin
883,412

 
37.0
 %
 
712,779

 
38.9
 %
 
170,633

 
23.9
%
Facility and warehouse expenses
183,048

 
7.7
 %
 
143,918

 
7.9
 %
 
39,130

 
27.2
%
Distribution expenses
172,566

 
7.2
 %
 
158,768

 
8.7
 %
 
13,798

 
8.7
%
Selling, general and administrative expenses
263,372

 
11.0
 %
 
207,887

 
11.3
 %
 
55,485

 
26.7
%
Restructuring and acquisition related expenses
8,412

 
0.4
 %
 
4,578

 
0.2
 %
 
3,834

 
83.7
%
Depreciation and amortization
53,016

 
2.2
 %
 
30,883

 
1.7
 %
 
22,133

 
71.7
%
Operating income
202,998

 
8.5
 %
 
166,745

 
9.1
 %
 
36,253

 
21.7
%
Other expense (income):
 
 
 
 
 
 
 
 
 
 
 
Interest expense, net
27,059

 
1.1
 %
 
14,722

 
0.8
 %
 
12,337

 
83.8
%
Other income, net
(3,279
)
 
(0.1
)%
 
(2,928
)
 
(0.2
)%
 
(351
)
 
12.0
%
Total other expense, net
23,780

 
1.0
 %
 
11,794

 
0.6
 %
 
11,986

 
n/m

Income before provision for income taxes
179,218

 
7.5
 %
 
154,951

 
8.5
 %
 
24,267

 
15.7
%
Provision for income taxes
56,797

 
2.4
 %
 
52,475

 
2.9
 %
 
4,322

 
8.2
%
Equity in earnings of unconsolidated subsidiaries
267

 
0.0
 %
 
(1,130
)
 
(0.1
)%
 
1,397

 
n/m

Net income
$
122,688

 
5.1
 %
 
$
101,346

 
5.5
 %
 
$
21,342

 
21.1
%
Earnings per share:
 
 
 
 
 
 
 
 
 
 
 
Basic
$
0.40

 
 
 
$
0.33

 
 
 
$
0.07

 
21.2
%
Diluted
$
0.40

 
 
 
$
0.33

 
 
 
$
0.07

 
21.2
%
Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
Basic
307,190

 
 
 
305,059

 
 
 
2,131

 
0.7
%
Diluted
310,036

 
 
 
307,728

 
 
 
2,308

 
0.8
%


(1) The sum of the individual percentage of revenue components may not equal the total due to rounding.




LKQ CORPORATION AND SUBSIDIARIES
Unaudited Supplementary Data
(In thousands, except per share data)
 
Nine Months Ended September 30,
Operating Highlights
2016
 
2015
 
 
 
 
 
 
 
% of Revenue (1)
 
 
 
% of Revenue (1)
 
Change
 
% Change
Revenue
$
6,758,999

 
100.0
 %
 
$
5,443,714

 
100.0
 %
 
$
1,315,285

 
24.2
%
Cost of goods sold
4,193,203

 
62.0
 %
 
3,307,512

 
60.8
 %
 
885,691

 
26.8
%
Gross margin
2,565,796

 
38.0
 %
 
2,136,202

 
39.2
 %
 
429,594

 
20.1
%
Facility and warehouse expenses
519,323

 
7.7
 %
 
412,954

 
7.6
 %
 
106,369

 
25.8
%
Distribution expenses
509,240

 
7.5
 %
 
450,521

 
8.3
 %
 
58,719

 
13.0
%
Selling, general and administrative expenses
735,843

 
10.9
 %
 
616,924

 
11.3
 %
 
118,919

 
19.3
%
Restructuring and acquisition related expenses
32,303

 
0.5
 %
 
12,729

 
0.2
 %
 
19,574

 
n/m

Depreciation and amortization
137,233

 
2.0
 %
 
90,118

 
1.7
 %
 
47,115

 
52.3
%
Operating income
631,854

 
9.3
 %
 
552,956

 
10.2
 %
 
78,898

 
14.3
%
Other expense (income):
 
 
 
 
 
 
 
 
 
 
 
Interest expense, net
68,032

 
1.0
 %
 
44,250

 
0.8
 %
 
23,782

 
53.7
%
Loss on debt extinguishment
26,650

 
0.4
 %
 

 
0.0
 %
 
26,650

 
n/m

Gains on foreign exchange contracts - acquisition related
(18,342
)
 
(0.3
)%
 

 
0.0
 %
 
(18,342
)
 
n/m

Other income, net
(4,829
)
 
(0.1
 )%
 
(912
)
 
(0.0
 )%
 
(3,917
)
 
n/m

Total other expense, net
71,511

 
1.1
 %
 
43,338

 
0.8
 %
 
28,173

 
65.0
%
Income before provision for income taxes
560,343

 
8.3
 %
 
509,618

 
9.4
 %
 
50,725

 
10.0
%
Provision for income taxes
182,751

 
2.7
 %
 
177,255

 
3.3
 %
 
5,496

 
3.1
%
Equity in earnings of unconsolidated subsidiaries
52

 
0.0
 %
 
(4,200
)
 
(0.1
)%
 
4,252

 
n/m

Net income
$
377,644

 
5.6
 %
 
$
328,163

 
6.0
 %
 
$
49,481

 
15.1
%
Earnings per share:
 
 
 
 
 
 
 
 
 
 
 
Basic
$
1.23

 
 
 
$
1.08

 
 
 
$
0.15

 
13.9
%
Diluted
$
1.22

 
 
 
$
1.07

 
 
 
$
0.15

 
14.0
%
Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
Basic
306,690

 
 
 
304,453

 
 
 
2,237

 
0.7
%
Diluted
309,671

 
 
 
307,326

 
 
 
2,345

 
0.8
%

(1) The sum of the individual percentage of revenue components may not equal the total due to rounding.




The following unaudited table reconciles Net Income to EBITDA:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2016
 
2015
 
2016
 
2015
 
(In thousands)
Net income
$
122,688

 
$
101,346

 
$
377,644

 
$
328,163

Depreciation and amortization
59,488

 
32,974

 
150,370

 
94,688

Interest expense, net
27,059

 
14,722

 
68,032

 
44,250

Loss on debt extinguishment (1)

 

 
26,650

 

Provision for income taxes
56,797

 
52,475

 
182,751

 
177,255

Earnings before interest, taxes, depreciation and amortization (EBITDA)
$
266,032

 
$
201,517

 
$
805,447

 
$
644,356

EBITDA as a percentage of revenue
11.1
%
 
11.0
%
 
11.9
%
 
11.8
%

(1) Loss on debt extinguishment is considered a component of interest in calculating EBITDA.
We have presented EBITDA solely as a supplemental disclosure that offers investors, securities analysts and other interested parties useful information to evaluate our operating performance and the value of our business. We calculate EBITDA as net income excluding depreciation, amortization, interest (which includes loss on debt extinguishment) and income tax expense. EBITDA provides insight into our profitability trends and allows management and investors to analyze our operating results with and without the impact of depreciation, amortization, interest (which includes loss on debt extinguishment) and income tax expense. We believe EBITDA is used by investors, securities analysts and other interested parties in evaluating the operating performance and the value of other companies, many of which present EBITDA when reporting their results. EBITDA should not be construed as an alternative to operating income, net income or net cash provided by (used in) operating activities, as determined in accordance with accounting principles generally accepted in the United States. In addition, not all companies that report EBITDA information calculate EBITDA in the same manner as we do and, accordingly, our calculation is not necessarily comparable to similarly named measures of other companies and may not be an appropriate measure for performance relative to other companies.







The following unaudited table reconciles Net Income and Diluted Earnings per Share to Adjusted Net Income and Adjusted Diluted Earnings per Share, respectively:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2016
 
2015
 
2016
 
2015
(In thousands, except per share data)
 
 
 
 
 
Net income
$
122,688

 
$
101,346

 
$
377,644

 
$
328,163

Adjustments:
 
 
 
 
 
 
 
Restructuring and acquisition related expenses
8,412

 
4,578

 
32,303

 
12,729

Loss on debt extinguishment

 

 
26,650

 

Amortization of acquired intangibles
25,040

 
8,233

 
58,191

 
24,729

Inventory step-up adjustment - acquisition related
(387
)
 

 
9,826

 

Change in fair value of contingent consideration liabilities
57

 
89

 
176

 
365

Gains on foreign exchange contracts - acquisition related

 

 
(18,342
)
 

Excess tax benefit from stock-based payments
(4,984
)
 

 
(11,471
)
 

Tax effect of adjustments
(11,491
)
 
(4,351
)
 
(37,748
)
 
(13,018
)
Adjusted net income
$
139,335

 
$
109,895

 
$
437,229

 
$
352,968

Weighted average diluted common shares outstanding
310,036

 
307,728

 
309,671

 
307,326

Diluted earnings per share
$
0.40

 
$
0.33

 
$
1.22

 
$
1.07

Adjusted diluted earnings per share
$
0.45

 
$
0.36

 
$
1.41

 
$
1.15


We have presented Adjusted Net Income and Adjusted Diluted Earnings per Share as we believe these measures are useful for evaluating the core operating performance of our business across reporting periods and in analyzing the company’s historical operating results. We define Adjusted Net Income and Adjusted Diluted Earnings per Share as Net Income and Diluted Earnings per Share adjusted to eliminate the impact of restructuring and acquisition related expenses, loss on debt extinguishment, amortization expense related to acquired intangibles, the change in fair value of contingent consideration liabilities, other acquisition-related gains and losses, excess tax benefits and deficiencies from stock-based payments, and any tax effect of these adjustments. The tax effect of these adjustments is calculated using the effective tax rate for the applicable period. These financial measures are used by management in its decision making and overall evaluation of operating performance of the company and are included in the metrics used to determine incentive compensation for our senior management. Adjusted Net Income and Adjusted Diluted Earnings per Share should not be construed as alternatives to Net Income or Diluted Earnings per Share as determined in accordance with accounting principles generally accepted in the United States. In addition, not all companies that report Adjusted Net Income and Adjusted Diluted Earnings per Share calculate such measures in the same manner as we do and, accordingly, our calculations are not necessarily comparable to similarly-named measures of other companies and may not be appropriate measures for performance relative to other companies.





The following unaudited table compares revenue and Segment EBITDA by reportable segment:
 
Three Months Ended
 
 
Nine Months Ended
 
 
September 30,
 
 
September 30,
 
 
2016
 
 
2015
 
 
2016
 
 
2015
 
(In thousands)
 
% of Revenue
 
 
% of Revenue
 
 
% of Revenue
 
 
% of Revenue
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
%
Deduct:
 
 
 
 
 
 
 
 
 
 
 
Restructuring and acquisition related expenses
8,412

 
 
4,578

 
 
32,303

 
 
12,729

 
Inventory step-up adjustment-acquisition related
(387
)
 
 

 
 
9,826

 
 

 
Change in fair value of contingent consideration liabilities
57

 
 
89

 
 
176

 
 
365

 
Add:
 
 
 
 
 
 
 
 
 
 
 
Equity in earnings of unconsolidated subsidiaries
267

 
 
(1,130
)
 
 
52

 
 
(4,200
)
 
Gains on foreign exchange contracts - acquisition related

 
 

 
 
18,342

 
 

 
EBITDA
$
266,032

11.1
%
 
$
201,517

11.0
%
 
$
805,447

11.9
%
 
$
644,356

11.8
%

We have presented Segment EBITDA solely as a supplemental disclosure that offers investors, securities analysts and other interested parties useful information to evaluate our segment profit and loss. We calculate Segment EBITDA as EBITDA excluding restructuring and acquisition related expenses, change in fair value of contingent consideration liabilities, other acquisition related gains and losses and equity in earnings of unconsolidated subsidiaries. EBITDA, which is the basis for Segment EBITDA, is calculated as net income excluding depreciation, amortization, interest (which includes loss on debt extinguishment) and income tax expense. Our chief operating decision maker, who is our Chief Executive Officer, uses Segment EBITDA as the key measure of our segment profit or loss. We use Segment EBITDA to compare profitability among our segments and evaluate business strategies. We also consider Segment EBITDA to be a useful financial measure in evaluating our operating performance, as it provides investors, securities analysts and other interested parties with supplemental information regarding the underlying trends in our ongoing operations. 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.





The following unaudited table reconciles consolidated growth for Parts & Services Revenue and Total Revenue to revenue growth at constant currency for the same measure:

 
 
Three Months Ended
 
 
Three Months Ended
 
 
September 30, 2016
 
 
September 30, 2016
Parts & Services
 
 
 
Total Revenue
 
Revenue growth as reported
 
33.2
 %
 
Revenue growth as reported
30.3
 %
Less: Currency impact
 
(3.2
)%
 
Less: Currency impact
(3.0
)%
Revenue growth at constant currency
 
36.4
 %
 
Revenue growth at constant currency
33.3
 %

We have presented the growth of our revenue on both an as reported and a constant currency basis. The constant currency presentation, which is a non-GAAP financial measure, excludes the impact of fluctuations in foreign currency exchange rates. We believe providing constant currency revenue information provides valuable supplemental information regarding our growth, consistent with how we evaluate our performance, as this statistic removes the translation impact of exchange rate fluctuations, which does not reflect our operations. Constant currency revenue results are calculated by translating prior year revenue in local currency using the current year's currency conversion rate. This non-GAAP financial measure has limitations as an analytical tool and should not be considered in isolation or as a substitute for an analysis of our results as reported under GAAP. Our use of this term may vary from the use of similarly-titled measures by other issuers due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation. In addition, not all companies that report revenue growth on a constant currency basis calculate such measure in the same manner as we do and, accordingly, our calculations are not necessarily comparable to similarly-named measures of other companies and may not be appropriate measures for performance relative to other companies.








The following unaudited table reconciles Forecasted Net Income and Diluted Earnings per Share to Forecasted Adjusted Net Income and Adjusted Diluted Earnings per Share, respectively:
 
Forecasted
 
Fiscal Year 2016
 
Minimum Guidance
 
Maximum Guidance
(In millions, except per share data)
 
 
 
Net income
$
475

 
$
493

Adjustments:
 
 
 
Restructuring and acquisition related expenses
32

 
32

Loss on debt extinguishment
27

 
27

Amortization of acquired intangibles
83

 
83

Inventory step-up adjustment - acquisition related
10

 
10

Gains on foreign exchange contracts - acquisition related
(18
)
 
(18
)
Excess tax benefit from stock-based payments
(11
)
 
(11
)
Tax effect of adjustments
(47
)
 
(47
)
Adjusted net income
$
551

 
$
569

 
 
 
 
Weighted average diluted common shares outstanding
310

 
310

Diluted earnings per share
$
1.53

 
$
1.59

Adjusted diluted earnings per share
$
1.78

 
$
1.84


We have presented forecasted Adjusted Net Income and forecasted Adjusted Diluted Earnings per Share in our financial guidance. Refer to the discussion of Adjusted Net Income and Adjusted Diluted Earnings per Share for details on the calculation of these non-GAAP financial measures. In the calculation of forecasted Adjusted Net Income and forecasted Adjusted Diluted Earnings per Share, we included estimates of net income and amortization of acquired intangibles for the full fiscal year 2016; we included for all other components the amounts incurred as of September 30, 2016.