Purchase Price Allocations For Acquisitions |
The purchase price allocations for the acquisitions completed during the years ended December 31, 2017 and 2016 are as follows (in thousands): | | | | | | | | | | | | | | | | | | | | | | Year Ended | | Year Ended | | December 31, 2017 | | December 31, 2016 | | All Acquisitions (1) | | Rhiag | | PGW (2) | | Other Acquisitions | | Total | Receivables | $ | 73,782 |
| | $ | 230,670 |
| | $ | 136,523 |
| | $ | 13,216 |
| | $ | 380,409 |
| Receivable reserves | (7,032 | ) | | (28,242 | ) | | (7,135 | ) | | (794 | ) | | (36,171 | ) | Inventories (3) | 150,342 |
| | 239,529 |
| | 169,159 |
| | 62,223 |
| | 470,911 |
| Prepaid expenses and other current assets | (295 | ) | | 10,793 |
| | 42,573 |
| | 4,445 |
| | 57,811 |
| Property, plant and equipment | 41,039 |
| | 56,774 |
| | 225,645 |
| | 17,140 |
| | 299,559 |
| Goodwill | 314,817 |
| | 585,415 |
| | 205,058 |
| | 52,336 |
| | 842,809 |
| Other intangibles | 181,216 |
| | 429,360 |
| | 37,954 |
| | 2,537 |
| | 469,851 |
| Other assets (4) | 3,257 |
| | 2,092 |
| | 57,671 |
| | (133 | ) | | 59,630 |
| Deferred income taxes | (65,087 | ) | | (110,791 | ) | | 17,506 |
| | (1,000 | ) | | (94,285 | ) | Current liabilities assumed | (111,484 | ) | | (239,665 | ) | | (168,332 | ) | | (42,290 | ) | | (450,287 | ) | Debt assumed | (33,586 | ) | | (550,843 | ) | | (4,027 | ) | | (2,378 | ) | | (557,248 | ) | Other noncurrent liabilities assumed | (1,917 | ) | | (23,085 | ) | | (50,847 | ) | | (103 | ) | | (74,035 | ) | Contingent consideration liabilities | (6,234 | ) | | — |
| | — |
| | — |
| | — |
| Other purchase price obligations | (5,074 | ) | | — |
| | — |
| | (6,698 | ) | | (6,698 | ) | Notes issued | (20,187 | ) | | — |
| | — |
| | (4,087 | ) | | (4,087 | ) | Settlement of pre-existing balances | 242 |
| | (591 | ) | | — |
| | (32 | ) | | (623 | ) | Gains on bargain purchases (5) | (3,870 | ) | | — |
| | — |
| | (8,207 | ) | | (8,207 | ) | Settlement of other purchase price obligations (non-interest bearing) | 3,159 |
| | — |
| | — |
| | — |
| | — |
| Cash used in acquisitions, net of cash acquired | $ | 513,088 |
| | $ | 601,416 |
| | $ | 661,748 |
| | $ | 86,175 |
| | $ | 1,349,339 |
|
|
Pro Forma Effect Of Businesses Acquired |
The following pro forma summary presents the effect of the businesses acquired during the year ended December 31, 2017 as though the businesses had been acquired as of January 1, 2016, the businesses acquired during the year ended December 31, 2016 as though they had been acquired as of January 1, 2015, and the businesses acquired during the year ended December 31, 2015 as though they had been acquired as of January 1, 2014. The pro forma adjustments are based upon unaudited financial information of the acquired entities (in thousands, except per share data): | | | | | | | | | | | | | | Year Ended December 31, | | 2017 | | 2016 | | 2015 | Revenue, as reported | $ | 9,736,909 |
| | $ | 8,584,031 |
| | $ | 7,192,633 |
| Revenue of purchased businesses for the period prior to acquisition: | | | | | | Rhiag | — |
| | 213,376 |
| | 994,903 |
| PGW (1) | — |
| | 102,540 |
| | 339,012 |
| Other acquisitions | 333,995 |
| | 854,601 |
| | 615,140 |
| Pro forma revenue | $ | 10,070,904 |
| | $ | 9,754,548 |
| | $ | 9,141,688 |
| | | | | | | Income from continuing operations, as reported | $ | 536,974 |
| | $ | 456,123 |
| | $ | 423,223 |
| Income (loss) from continuing operations of purchased businesses for the period prior to acquisition, and pro forma purchase accounting adjustments: | | | | | | Rhiag | — |
| | (84 | ) | | 10,310 |
| PGW (1),(2) | — |
| | 7,574 |
| | 3,334 |
| Other acquisitions | 15,431 |
| | 19,323 |
| | 15,266 |
| Acquisition related expenses, net of tax (3) | 5,870 |
| | 11,602 |
| | 1,830 |
| Pro forma income from continuing operations | $ | 558,275 |
| | $ | 494,538 |
| | $ | 453,963 |
| | | | | | | Earnings per share from continuing operations, basic - as reported | $ | 1.74 |
| | $ | 1.49 |
| | $ | 1.39 |
| Effect of purchased businesses for the period prior to acquisition: | | | | | | Rhiag | — |
| | (0.00) |
| | 0.03 |
| PGW (1),(2) | — |
| | 0.02 |
| | 0.01 |
| Other acquisitions | 0.05 |
| | 0.06 |
| | 0.05 |
| Acquisition related expenses, net of tax (3) | 0.02 |
| | 0.04 |
| | 0.01 |
| Pro forma earnings per share from continuing operations, basic (4) | $ | 1.81 |
| | $ | 1.61 |
| | $ | 1.49 |
| | | | | | | Earnings per share from continuing operations, diluted - as reported | $ | 1.73 |
| | $ | 1.47 |
| | $ | 1.38 |
| Effect of purchased businesses for the period prior to acquisition: | | | | | | Rhiag | — |
| | (0.00) |
| | 0.03 |
| PGW (1),(2) | — |
| | 0.02 |
| | 0.01 |
| Other acquisitions | 0.05 |
| | 0.06 |
| | 0.05 |
| Acquisition related expenses, net of tax (3) | 0.02 |
| | 0.04 |
| | 0.01 |
| Pro forma earnings per share from continuing operations, diluted (4) | $ | 1.80 |
| | $ | 1.60 |
| | $ | 1.48 |
|
| | (1) | PGW reflects the results for the continuing aftermarket automotive glass distribution business only. |
| | (2) | Excludes $18 million and $5 million of corporate costs for 2015 and 2016, respectively, that we do not expect to incur going forward as a result of the sale of our glass manufacturing business. |
| | (3) | Includes expenses related to acquisitions closed in the period and excludes expenses for acquisitions not yet completed. |
| | (4) | The sum of the individual earnings per share amounts may not equal the total due to rounding. |
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