Condensed Consolidating Financial Information Condensed Consolidating Financial Information | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 |
Condensed Consolidating Financial Information [Abstract] | ' | ' |
Condensed Consolidating Financial Information | ' | ' |
Condensed Consolidating Financial Information | Condensed Consolidating Financial Information |
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LKQ Corporation (the "Parent") and certain of its 100% owned subsidiaries (the "Guarantors") have fully and unconditionally guaranteed, jointly and severally, the $600 million aggregate principal amount of the Company's Notes due on May 15, 2023. A Guarantor's guarantee will be unconditionally and automatically released and discharged upon the occurrence of any of the following events: (i) a transfer (including as a result of consolidation or merger) by the Guarantor to any person that is not a Guarantor of all or substantially all assets and properties of such Guarantor, provided the Guarantor is also released from its obligations with respect to indebtedness under the Credit Agreement or other indebtedness giving rise to the guarantee obligation; (ii) a transfer (including as a result of consolidation or merger) to any person that is not a Guarantor of the equity interests of a Guarantor or issuance by a Guarantor of its equity interests such that the Guarantor ceases to be a subsidiary, as defined in the Indenture, provided the Guarantor is also released from its obligations with respect to indebtedness under the Credit Agreement or other indebtedness giving rise to the guarantee obligation; (iii) the release of the Guarantor from all of its obligations with respect to indebtedness under the Credit Agreement or any other indebtedness giving rise to the guarantee obligation; and (iv) upon legal defeasance, covenant defeasance or satisfaction and discharge of the Indenture, as defined in the Indenture. | On May 9, 2013, we completed an offering of $600 million aggregate principal amount of senior notes due on May 15, 2023 (the "Notes") in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933. The Notes bear interest at a rate of 4.75% per year from the date of original issuance or from the most recent payment date on which interest has been paid or provided for. Interest on the Notes is payable in arrears on May 15 and November 15 of each year, beginning on November 15, 2013. |
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Presented below are the condensed consolidating financial statements of the Parent, the Guarantors, the non-guarantor subsidiaries (the "Non-Guarantors"), and the elimination entries necessary to present the Company's financial statements on a consolidated basis as required by Rule 3-10 of Regulation S-X of the Securities Exchange Act of 1934, as amended, resulting from the guarantees of the Notes. Investments in consolidated subsidiaries have been presented under the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries, intercompany balances, and intercompany revenues and expenses. The condensed consolidating financial statements below have been prepared from the Company's financial information on the same basis of accounting as the consolidated financial statements, and may not necessarily be indicative of the financial position, results of operations or cash flows had the Parent, Guarantors and Non-Guarantors operated as independent entities. | LKQ Corporation (the "Parent") and certain of its 100% owned subsidiaries (the "Guarantors") have fully and unconditionally guaranteed, jointly and severally, the Notes. A Guarantor's guarantee will be unconditionally and automatically released and discharged upon the occurrence of any of the following events: (i) a transfer (including as a result of consolidation or merger) by the Guarantor to any person that is not a Guarantor of all or substantially all assets and properties of such Guarantor, provided the Guarantor is also released from its obligations with respect to indebtedness under the Credit Agreement or other indebtedness giving rise to the guarantee obligation; (ii) a transfer (including as a result of consolidation or merger) to any person that is not a Guarantor of the equity interests of a Guarantor or issuance by a Guarantor of its equity interests such that the Guarantor ceases to be a subsidiary, as defined in the Indenture, provided the Guarantor is also released from its obligations with respect to indebtedness under the Credit Agreement or other indebtedness giving rise to the guarantee obligation; (iii) the release of the Guarantor from all of its obligations with respect to indebtedness under the Credit Agreement or any other indebtedness giving rise to the guarantee obligation; and (iv) upon legal defeasance, covenant defeasance or satisfaction and discharge of the Indenture, as defined in the Indenture. |
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LKQ CORPORATION AND SUBSIDIARIES | Presented below are the condensed consolidating financial statements of the Parent, the Guarantors, the non-guarantor subsidiaries (the "Non-Guarantors"), and the elimination entries necessary to present the Company's financial statements on a consolidated basis as required by Rule 3-10 of Regulation S-X of the Securities Exchange Act of 1934, as amended, resulting from the guarantees of the Notes. Investments in consolidated subsidiaries have been presented under the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries, intercompany balances, and intercompany revenues and expenses. The condensed consolidating financial statements below have been prepared from the Company's financial information on the same basis of accounting as the consolidated financial statements, and may not necessarily be indicative of the financial position, results of operations or cash flows had the Parent, Guarantors and Non-Guarantors operated as independent entities. |
Condensed Consolidating Balance Sheets | LKQ CORPORATION AND SUBSIDIARIES |
(In thousands) | Condensed Consolidating Balance Sheets |
| (In thousands) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2013 | | 31-Dec-12 |
| Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
Assets | | | | | | | | | | Assets | | | | | | | | | |
Current Assets: | | | | | | | | | | Current Assets: | | | | | | | | | |
Cash and equivalents | $ | 35,966 | | | $ | 12,218 | | | $ | 59,153 | | | $ | — | | | $ | 107,337 | | Cash and equivalents | $ | 18,396 | | | $ | 18,253 | | | $ | 23,121 | | | $ | — | | | $ | 59,770 | |
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Receivables, net | 929 | | | 123,256 | | | 314,615 | | | — | | | 438,800 | | Receivables, net | — | | | 94,435 | | | 217,373 | | | — | | | 311,808 | |
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Intercompany receivables, net | 4,719 | | | — | | | 1,236 | | | (5,955 | ) | | — | | Intercompany receivables, net | 1,781 | | | 5,970 | | | — | | | (7,751 | ) | | — | |
|
Inventory | — | | | 666,819 | | | 351,350 | | | — | | | 1,018,169 | | Inventory | — | | | 690,365 | | | 210,438 | | | — | | | 900,803 | |
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Deferred income taxes | 4,774 | | | 45,643 | | | 2,712 | | | — | | | 53,129 | | Deferred income taxes | 4,778 | | | 45,255 | | | 3,452 | | | — | | | 53,485 | |
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Prepaid income taxes | 11,444 | | | — | | | 2,381 | | | — | | | 13,825 | | Prepaid income taxes | 26,538 | | | — | | | 2,999 | | | — | | | 29,537 | |
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Prepaid expenses and other current assets | 361 | | | 23,291 | | | 20,739 | | | — | | | 44,391 | | Prepaid expenses and other current assets | 1,065 | | | 16,608 | | | 11,275 | | | — | | | 28,948 | |
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Total Current Assets | 58,193 | | | 871,227 | | | 752,186 | | | (5,955 | ) | | 1,675,651 | | Total Current Assets | 52,558 | | | 870,886 | | | 468,658 | | | (7,751 | ) | | 1,384,351 | |
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Property and Equipment, net | 737 | | | 412,699 | | | 118,461 | | | — | | | 531,897 | | Property and Equipment, net | 970 | | | 408,944 | | | 84,465 | | | — | | | 494,379 | |
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Intangible Assets: | | | | | | | | | | Intangible Assets: | | | | | | | | | |
Goodwill | — | | | 1,238,664 | | | 682,252 | | | — | | | 1,920,916 | | Goodwill | — | | | 1,226,718 | | | 463,566 | | | — | | | 1,690,284 | |
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Other intangibles, net | — | | | 57,398 | | | 97,031 | | | — | | | 154,429 | | Other intangibles, net | — | | | 61,815 | | | 44,900 | | | — | | | 106,715 | |
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Investment in Subsidiaries | 2,303,747 | | | 254,421 | | | — | | | (2,558,168 | ) | | — | | Investment in Subsidiaries | 1,923,997 | | | 142,334 | | | — | | | (2,066,331 | ) | | — | |
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Intercompany Notes Receivable | 953,682 | | | 94,334 | | | — | | | (1,048,016 | ) | | — | | Intercompany Notes Receivable | 711,624 | | | 39,239 | | | — | | | (750,863 | ) | | — | |
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Other Assets | 55,236 | | | 20,055 | | | 15,453 | | | (12,578 | ) | | 78,166 | | Other Assets | 41,692 | | | 17,830 | | | 3,528 | | | (15,323 | ) | | 47,727 | |
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Total Assets | $ | 3,371,595 | | | $ | 2,948,798 | | | $ | 1,665,383 | | | $ | (3,624,717 | ) | | $ | 4,361,059 | | Total Assets | $ | 2,730,841 | | | $ | 2,767,766 | | | $ | 1,065,117 | | | $ | (2,840,268 | ) | | $ | 3,723,456 | |
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Liabilities and Stockholders’ Equity | | | | | | | | | | Liabilities and Stockholders’ Equity | | | | | | | | | |
Current Liabilities: | | | | | | | | | | Current Liabilities: | | | | | | | | | |
Accounts payable | $ | 413 | | | $ | 93,076 | | | $ | 191,411 | | | $ | — | | | $ | 284,900 | | Accounts payable | $ | 52 | | | $ | 97,678 | | | $ | 121,605 | | | $ | — | | | $ | 219,335 | |
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Intercompany payables, net | — | | | 1,236 | | | 4,719 | | | (5,955 | ) | | — | | Intercompany payables, net | — | | | — | | | 7,751 | | | (7,751 | ) | | — | |
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Accrued expenses: | | | | | | | | | | Accrued expenses: | | | | | | | | | |
Accrued payroll-related liabilities | 4,636 | | | 38,172 | | | 23,558 | | | — | | | 66,366 | | Accrued payroll-related liabilities | 3,731 | | | 25,697 | | | 14,972 | | | — | | | 44,400 | |
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Other accrued expenses | 27,813 | | | 57,245 | | | 61,583 | | | — | | | 146,641 | | Other accrued expenses | 2,258 | | | 48,805 | | | 39,359 | | | — | | | 90,422 | |
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Income taxes payable | — | | | — | | | 16,473 | | | — | | | 16,473 | | Income taxes payable | — | | | — | | | 2,748 | | | — | | | 2,748 | |
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Contingent consideration liabilities | — | | | 1,875 | | | 47,400 | | | — | | | 49,275 | | Contingent consideration liabilities | — | | | 1,518 | | | 40,737 | | | — | | | 42,255 | |
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Other current liabilities | 286 | | | 14,339 | | | 3,110 | | | — | | | 17,735 | | Other current liabilities | 286 | | | 16,241 | | | 541 | | | — | | | 17,068 | |
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Current portion of long-term obligations | 24,421 | | | 3,906 | | | 32,796 | | | — | | | 61,123 | | Current portion of long-term obligations | 32,300 | | | 9,940 | | | 29,476 | | | — | | | 71,716 | |
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Total Current Liabilities | 57,569 | | | 209,849 | | | 381,050 | | | (5,955 | ) | | 642,513 | | Total Current Liabilities | 38,627 | | | 199,879 | | | 257,189 | | | (7,751 | ) | | 487,944 | |
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Long-Term Obligations, Excluding Current Portion | 1,021,876 | | | 5,925 | | | 223,131 | | | — | | | 1,250,932 | | Long-Term Obligations, Excluding Current Portion | 691,670 | | | 7,549 | | | 347,543 | | | — | | | 1,046,762 | |
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Intercompany Notes Payable | — | | | 611,004 | | | 437,012 | | | (1,048,016 | ) | | — | | Intercompany Notes Payable | — | | | 681,275 | | | 69,588 | | | (750,863 | ) | | — | |
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Deferred Income Taxes | — | | | 101,698 | | | 29,573 | | | (12,578 | ) | | 118,693 | | Deferred Income Taxes | — | | | 102,702 | | | 14,896 | | | (15,323 | ) | | 102,275 | |
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Contingent Consideration Liabilities | — | | | 733 | | | 4,477 | | | — | | | 5,210 | | Contingent Consideration Liabilities | — | | | 2,500 | | | 45,254 | | | — | | | 47,754 | |
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Other Noncurrent Liabilities | 38,044 | | | 44,893 | | | 6,668 | | | — | | | 89,605 | | Other Noncurrent Liabilities | 36,450 | | | 35,383 | | | 2,794 | | | — | | | 74,627 | |
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Stockholders’ Equity | 2,254,106 | | | 1,974,696 | | | 583,472 | | | (2,558,168 | ) | | 2,254,106 | | Stockholders’ Equity | 1,964,094 | | | 1,738,478 | | | 327,853 | | | (2,066,331 | ) | | 1,964,094 | |
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Total Liabilities and Stockholders’ Equity | $ | 3,371,595 | | | $ | 2,948,798 | | | $ | 1,665,383 | | | $ | (3,624,717 | ) | | $ | 4,361,059 | | Total Liabilities and Stockholders’ Equity | $ | 2,730,841 | | | $ | 2,767,766 | | | $ | 1,065,117 | | | $ | (2,840,268 | ) | | $ | 3,723,456 | |
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| LKQ CORPORATION AND SUBSIDIARIES |
LKQ CORPORATION AND SUBSIDIARIES | Condensed Consolidating Balance Sheets |
Condensed Consolidating Balance Sheets | (In thousands) |
(In thousands) | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | 31-Dec-11 |
| December 31, 2012 | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
| Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | Assets | | | | | | | | | |
Assets | | | | | | | | | | Current Assets: | | | | | | | | | |
Current Assets: | | | | | | | | | | Cash and equivalents | $ | 9,908 | | | $ | 17,433 | | | $ | 20,906 | | | $ | — | | | $ | 48,247 | |
Cash and equivalents | $ | 18,396 | | | $ | 18,253 | | | $ | 23,121 | | | $ | — | | | $ | 59,770 | |
Receivables, net | — | | | 214,805 | | | 66,959 | | | — | | | 281,764 | |
Receivables, net | — | | | 94,435 | | | 217,373 | | | — | | | 311,808 | |
Intercompany receivables, net | 2,416 | | | — | | | 4,966 | | | (7,382 | ) | | — | |
Intercompany receivables, net | 1,781 | | | 5,970 | | | — | | | (7,751 | ) | | — | |
Inventory | — | | | 595,223 | | | 141,623 | | | — | | | 736,846 | |
Inventory | — | | | 690,365 | | | 210,438 | | | — | | | 900,803 | |
Deferred income taxes | 3,049 | | | 40,068 | | | 2,573 | | | — | | | 45,690 | |
Deferred income taxes | 4,778 | | | 45,255 | | | 3,452 | | | — | | | 53,485 | |
Prepaid income taxes | 15,989 | | | — | | | 1,608 | | | — | | | 17,597 | |
Prepaid income taxes | 26,538 | | | — | | | 2,999 | | | — | | | 29,537 | |
Prepaid expenses and other current assets | 482 | | | 14,257 | | | 4,852 | | | — | | | 19,591 | |
Prepaid expenses and other current assets | 1,065 | | | 16,608 | | | 11,275 | | | — | | | 28,948 | |
Total Current Assets | 31,844 | | | 881,786 | | | 243,487 | | | (7,382 | ) | | 1,149,735 | |
Total Current Assets | 52,558 | | | 870,886 | | | 468,658 | | | (7,751 | ) | | 1,384,351 | |
Property and Equipment, net | 1,097 | | | 359,815 | | | 63,186 | | | — | | | 424,098 | |
Property and Equipment, net | 970 | | | 408,944 | | | 84,465 | | | — | | | 494,379 | |
Intangible Assets: | | | | | | | | | |
Intangible Assets: | | | | | | | | | | Goodwill | — | | | 1,080,358 | | | 395,705 | | | — | | | 1,476,063 | |
Goodwill | — | | | 1,226,718 | | | 463,566 | | | — | | | 1,690,284 | |
Other intangibles, net | — | | | 68,133 | | | 40,777 | | | — | | | 108,910 | |
Other intangibles, net | — | | | 61,815 | | | 44,900 | | | — | | | 106,715 | |
Investment in Subsidiaries | 1,602,727 | | | 124,578 | | | — | | | (1,727,305 | ) | | — | |
Investment in Subsidiaries | 1,923,997 | | | 142,334 | | | — | | | (2,066,331 | ) | | — | |
Intercompany Notes Receivable | 781,338 | | | — | | | — | | | (781,338 | ) | | — | |
Intercompany Notes Receivable | 711,624 | | | 39,239 | | | — | | | (750,863 | ) | | — | |
Other Assets | 35,283 | | | 15,771 | | | 2,324 | | | (12,480 | ) | | 40,898 | |
Other Assets | 41,692 | | | 17,830 | | | 3,528 | | | (15,323 | ) | | 47,727 | |
Total Assets | $ | 2,452,289 | | | $ | 2,530,441 | | | $ | 745,479 | | | $ | (2,528,505 | ) | | $ | 3,199,704 | |
Total Assets | $ | 2,730,841 | | | $ | 2,767,766 | | | $ | 1,065,117 | | | $ | (2,840,268 | ) | | $ | 3,723,456 | |
Liabilities and Stockholders’ Equity | | | | | | | | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | Current Liabilities: | | | | | | | | | |
Current Liabilities: | | | | | | | | | | Accounts payable | $ | 241 | | | $ | 92,218 | | | $ | 118,416 | | | $ | — | | | $ | 210,875 | |
Accounts payable | $ | 52 | | | $ | 97,678 | | | $ | 121,605 | | | $ | — | | | $ | 219,335 | |
Intercompany payables, net | — | | | 4,966 | | | 2,416 | | | (7,382 | ) | | — | |
Intercompany payables, net | — | | | — | | | 7,751 | | | (7,751 | ) | | — | |
Accrued expenses: | | | | | | | | | |
Accrued expenses: | | | | | | | | | | Accrued payroll-related liabilities | 11,076 | | | 30,520 | | | 11,660 | | | — | | | 53,256 | |
Accrued payroll-related liabilities | 3,731 | | | 25,697 | | | 14,972 | | | — | | | 44,400 | |
Other accrued expenses | 2,077 | | | 50,399 | | | 25,293 | | | — | | | 77,769 | |
Other accrued expenses | 2,258 | | | 48,805 | | | 39,359 | | | — | | | 90,422 | |
Income taxes payable | 914 | | | — | | | 6,348 | | | — | | | 7,262 | |
Income taxes payable | — | | | — | | | 2,748 | | | — | | | 2,748 | |
Contingent consideration liabilities | — | | | 600 | | | — | | | — | | | 600 | |
Contingent consideration liabilities | — | | | 1,518 | | | 40,737 | | | — | | | 42,255 | |
Other current liabilities | 305 | | | 11,723 | | | 6,379 | | | — | | | 18,407 | |
Other current liabilities | 286 | | | 16,241 | | | 541 | | | — | | | 17,068 | |
Current portion of long-term obligations | 16,080 | | | 2,253 | | | 11,191 | | | — | | | 29,524 | |
Current portion of long-term obligations | 32,300 | | | 9,940 | | | 29,476 | | | — | | | 71,716 | |
Total Current Liabilities | 30,693 | | | 192,679 | | | 181,703 | | | (7,382 | ) | | 397,693 | |
Total Current Liabilities | 38,627 | | | 199,879 | | | 257,189 | | | (7,751 | ) | | 487,944 | |
Long-Term Obligations, Excluding Current Portion | 749,125 | | | 6,498 | | | 170,929 | | | — | | | 926,552 | |
Long-Term Obligations, Excluding Current Portion | 691,670 | | | 7,549 | | | 347,543 | | | — | | | 1,046,762 | |
Intercompany Notes Payable | — | | | 750,545 | | | 30,793 | | | (781,338 | ) | | — | |
Intercompany Notes Payable | — | | | 681,275 | | | 69,588 | | | (750,863 | ) | | — | |
Deferred Income Taxes | — | | | 89,497 | | | 11,779 | | | (12,480 | ) | | 88,796 | |
Deferred Income Taxes | — | | | 102,702 | | | 14,896 | | | (15,323 | ) | | 102,275 | |
Contingent Consideration Liabilities | — | | | 3,111 | | | 78,671 | | | — | | | 81,782 | |
Contingent Consideration Liabilities | — | | | 2,500 | | | 45,254 | | | — | | | 47,754 | |
Other Noncurrent Liabilities | 28,386 | | | 30,404 | | | 2,006 | | | — | | | 60,796 | |
Other Noncurrent Liabilities | 36,450 | | | 35,383 | | | 2,794 | | | — | | | 74,627 | |
Stockholders’ Equity | 1,644,085 | | | 1,457,707 | | | 269,598 | | | (1,727,305 | ) | | 1,644,085 | |
Stockholders’ Equity | 1,964,094 | | | 1,738,478 | | | 327,853 | | | (2,066,331 | ) | | 1,964,094 | |
Total Liabilities and Stockholders’ Equity | $ | 2,452,289 | | | $ | 2,530,441 | | | $ | 745,479 | | | $ | (2,528,505 | ) | | $ | 3,199,704 | |
Total Liabilities and Stockholders’ Equity | $ | 2,730,841 | | | $ | 2,767,766 | | | $ | 1,065,117 | | | $ | (2,840,268 | ) | | $ | 3,723,456 | |
LKQ CORPORATION AND SUBSIDIARIES |
LKQ CORPORATION AND SUBSIDIARIES | Condensed Consolidating Statements of Operations |
Condensed Consolidating Statements of Operations | (In thousands) |
(In thousands) | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2012 |
| Three Months Ended September 30, 2013 | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
| Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | Revenue | $ | — | | | $ | 3,236,507 | | | $ | 976,710 | | | $ | (90,287 | ) | | $ | 4,122,930 | |
Revenue | $ | — | | | $ | 876,862 | | | $ | 450,505 | | | $ | (29,273 | ) | | $ | 1,298,094 | |
Cost of goods sold | — | | | 1,886,098 | | | 602,979 | | | (90,287 | ) | | 2,398,790 | |
Cost of goods sold | — | | | 522,176 | | | 287,284 | | | (29,273 | ) | | 780,187 | |
Gross margin | — | | | 1,350,409 | | | 373,731 | | | — | | | 1,724,140 | |
Gross margin | — | | | 354,686 | | | 163,221 | | | — | | | 517,907 | |
Facility and warehouse expenses | — | | | 287,036 | | | 60,881 | | | — | | | 347,917 | |
Facility and warehouse expenses | — | | | 79,565 | | | 28,784 | | | — | | | 108,349 | |
Distribution expenses | — | | | 281,011 | | | 94,824 | | | — | | | 375,835 | |
Distribution expenses | — | | | 73,752 | | | 35,841 | | | — | | | 109,593 | |
Selling, general and administrative expenses | 21,098 | | | 346,596 | | | 127,897 | | | — | | | 495,591 | |
Selling, general and administrative expenses | 6,813 | | | 93,549 | | | 53,184 | | | — | | | 153,546 | |
Restructuring and acquisition related expenses | — | | | 1,812 | | | 939 | | | — | | | 2,751 | |
Restructuring and acquisition related expenses | — | | | 411 | | | 1,795 | | | — | | | 2,206 | |
Depreciation and amortization | 296 | | | 49,782 | | | 14,015 | | | — | | | 64,093 | |
Depreciation and amortization | 65 | | | 14,014 | | | 6,739 | | | — | | | 20,818 | |
Operating (loss) income | (21,394 | ) | | 384,172 | | | 75,175 | | | — | | | 437,953 | |
Operating (loss) income | (6,878 | ) | | 93,395 | | | 36,878 | | | — | | | 123,395 | |
Other (income) expense: | | | | | | | | | |
Other expense (income): | | | | | | | | | | Interest expense | 24,272 | | | 308 | | | 6,849 | | | — | | | 31,429 | |
Interest expense, net | 13,335 | | | 81 | | | 1,784 | | | — | | | 15,200 | |
Intercompany interest (income) expense, net | (37,491 | ) | | 27,377 | | | 10,114 | | | — | | | — | |
Intercompany interest (income) expense, net | (13,028 | ) | | 5,593 | | | 7,435 | | | — | | | — | |
Change in fair value of contingent consideration liabilities | — | | | (1,943 | ) | | 3,586 | | | — | | | 1,643 | |
Change in fair value of contingent consideration liabilities | — | | | (72 | ) | | 784 | | | — | | | 712 | |
Interest and other income, net | (43 | ) | | (3,638 | ) | | (605 | ) | | — | | | (4,286 | ) |
Other expense (income), net | 45 | | | (912 | ) | | (695 | ) | | — | | | (1,562 | ) |
Total other (income) expense, net | (13,262 | ) | | 22,104 | | | 19,944 | | | — | | | 28,786 | |
Total other expense, net | 352 | | | 4,690 | | | 9,308 | | | — | | | 14,350 | |
(Loss) income before (benefit) provision for income taxes | (8,132 | ) | | 362,068 | | | 55,231 | | | — | | | 409,167 | |
(Loss) income before (benefit) provision for income taxes | (7,230 | ) | | 88,705 | | | 27,570 | | | — | | | 109,045 | |
(Benefit) provision for income taxes | (3,287 | ) | | 140,150 | | | 11,079 | | | — | | | 147,942 | |
(Benefit) provision for income taxes | (2,867 | ) | | 33,973 | | | 4,494 | | | — | | | 35,600 | |
Equity in earnings of subsidiaries | 266,070 | | | 12,481 | | | — | | | (278,551 | ) | | — | |
Equity in earnings of subsidiaries | 77,808 | | | 5,656 | | | — | | | (83,464 | ) | | — | |
Net income | $ | 261,225 | | | $ | 234,399 | | | $ | 44,152 | | | $ | (278,551 | ) | | $ | 261,225 | |
Net income | $ | 73,445 | | | $ | 60,388 | | | $ | 23,076 | | | $ | (83,464 | ) | | $ | 73,445 | |
LKQ CORPORATION AND SUBSIDIARIES |
LKQ CORPORATION AND SUBSIDIARIES | Condensed Consolidating Statements of Operations |
Condensed Consolidating Statements of Operations | (In thousands) |
(In thousands) | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2011 |
| Three Months Ended September 30, 2012 | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
| Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | Revenue | $ | — | | | $ | 2,975,275 | | | $ | 370,912 | | | $ | (76,325 | ) | | $ | 3,269,862 | |
Revenue | $ | — | | | $ | 791,672 | | | $ | 249,248 | | | $ | (24,213 | ) | | $ | 1,016,707 | |
Cost of goods sold | — | | | 1,721,419 | | | 232,775 | | | (76,325 | ) | | 1,877,869 | |
Cost of goods sold | — | | | 477,842 | | | 153,373 | | | (24,213 | ) | | 607,002 | |
Gross margin | — | | | 1,253,856 | | | 138,137 | | | — | | | 1,391,993 | |
Gross margin | — | | | 313,830 | | | 95,875 | | | — | | | 409,705 | |
Facility and warehouse expenses | — | | | 261,260 | | | 32,163 | | | — | | | 293,423 | |
Facility and warehouse expenses | — | | | 72,037 | | | 14,702 | | | — | | | 86,739 | |
Distribution expenses | — | | | 257,395 | | | 30,231 | | | — | | | 287,626 | |
Distribution expenses | — | | | 69,758 | | | 23,894 | | | — | | | 93,652 | |
Selling, general and administrative expenses | 22,680 | | | 321,403 | | | 47,859 | | | — | | | 391,942 | |
Selling, general and administrative expenses | 4,876 | | | 85,360 | | | 30,813 | | | — | | | 121,049 | |
Restructuring and acquisition related expenses | — | | | 3,438 | | | 4,152 | | | — | | | 7,590 | |
Restructuring and acquisition related expenses | — | | | 70 | | | 46 | | | — | | | 116 | |
Depreciation and amortization | 239 | | | 44,724 | | | 4,966 | | | — | | | 49,929 | |
Depreciation and amortization | 75 | | | 12,642 | | | 3,998 | | | — | | | 16,715 | |
Operating (loss) income | (22,919 | ) | | 365,636 | | | 18,766 | | | — | | | 361,483 | |
Operating (loss) income | (4,951 | ) | | 73,963 | | | 22,422 | | | — | | | 91,434 | |
Other (income) expense: | | | | | | | | | |
Other (income) expense: | | | | | | | | | | Interest expense | 21,839 | | | 99 | | | 2,369 | | | — | | | 24,307 | |
Interest expense, net | 6,350 | | | 47 | | | 1,567 | | | — | | | 7,964 | |
Intercompany interest (income) expense, net | (36,018 | ) | | 31,036 | | | 4,982 | | | — | | | — | |
Intercompany interest (income) expense, net | (9,367 | ) | | 7,124 | | | 2,243 | | | — | | | — | |
Loss on debt extinguishment | 5,345 | | | — | | | — | | | — | | | 5,345 | |
Change in fair value of contingent consideration liabilities | — | | | (148 | ) | | 2,040 | | | — | | | 1,892 | |
Change in fair value of contingent consideration liabilities | (2,000 | ) | | 11 | | | 581 | | | — | | | (1,408 | ) |
Other income, net | (38 | ) | | (1,220 | ) | | (416 | ) | | — | | | (1,674 | ) |
Interest and other income, net | (332 | ) | | (1,979 | ) | | (221 | ) | | — | | | (2,532 | ) |
Total other (income) expense, net | (3,055 | ) | | 5,803 | | | 5,434 | | | — | | | 8,182 | |
Total other (income) expense, net | (11,166 | ) | | 29,167 | | | 7,711 | | | — | | | 25,712 | |
(Loss) income before (benefit) provision for income taxes | (1,896 | ) | | 68,160 | | | 16,988 | | | — | | | 83,252 | |
(Loss) income before (benefit) provision for income taxes | (11,753 | ) | | 336,469 | | | 11,055 | | | — | | | 335,771 | |
(Benefit) provision for income taxes | (1,228 | ) | | 27,844 | | | 2,588 | | | — | | | 29,204 | |
(Benefit) provision for income taxes | (6,034 | ) | | 128,930 | | | 2,611 | | | — | | | 125,507 | |
Equity in earnings of subsidiaries | 54,716 | | | 4,113 | | | — | | | (58,829 | ) | | — | |
Equity in earnings of subsidiaries | 215,983 | | | 3,036 | | | — | | | (219,019 | ) | | — | |
Net income | $ | 54,048 | | | $ | 44,429 | | | $ | 14,400 | | | $ | (58,829 | ) | | $ | 54,048 | |
Net income | $ | 210,264 | | | $ | 210,575 | | | $ | 8,444 | | | $ | (219,019 | ) | | $ | 210,264 | |
LKQ CORPORATION AND SUBSIDIARIES |
Condensed Consolidating Statements of Operations | LKQ CORPORATION AND SUBSIDIARIES |
(In thousands) | Condensed Consolidating Statements of Operations |
| | | | | | | | | | | | | | | | | | | | (In thousands) |
| Nine Months Ended September 30, 2013 | | | | | | | | | | | | | | | | | | | | |
| Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | | Year Ended December 31, 2010 |
Revenue | $ | — | | | $ | 2,698,008 | | | $ | 1,133,369 | | | $ | (85,538 | ) | | $ | 3,745,839 | | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
Revenue | $ | — | | | $ | 2,370,488 | | | $ | 113,369 | | | $ | (13,976 | ) | | $ | 2,469,881 | |
Cost of goods sold | — | | | 1,593,764 | | | 707,884 | | | (85,538 | ) | | 2,216,110 | |
Cost of goods sold | — | | | 1,324,924 | | | 65,453 | | | (13,976 | ) | | 1,376,401 | |
Gross margin | — | | | 1,104,244 | | | 425,485 | | | — | | | 1,529,729 | |
Gross margin | — | | | 1,045,564 | | | 47,916 | | | — | | | 1,093,480 | |
Facility and warehouse expenses | — | | | 240,389 | | | 71,091 | | | — | | | 311,480 | |
Facility and warehouse expenses | — | | | 218,384 | | | 15,609 | | | — | | | 233,993 | |
Distribution expenses | — | | | 224,266 | | | 95,767 | | | — | | | 320,033 | |
Distribution expenses | — | | | 202,649 | | | 10,069 | | | — | | | 212,718 | |
Selling, general and administrative expenses | 20,130 | | | 282,364 | | | 134,120 | | | — | | | 436,614 | |
Selling, general and administrative expenses | 20,873 | | | 272,797 | | | 16,558 | | | — | | | 310,228 | |
Restructuring and acquisition related expenses | — | | | 750 | | | 6,641 | | | — | | | 7,391 | |
Restructuring and acquisition related expenses | — | | | 668 | | | — | | | — | | | 668 | |
Depreciation and amortization | 187 | | | 41,568 | | | 16,095 | | | — | | | 57,850 | |
Depreciation and amortization | 93 | | | 36,184 | | | 1,719 | | | — | | | 37,996 | |
Operating (loss) income | (20,317 | ) | | 314,907 | | | 101,771 | | | — | | | 396,361 | |
Operating (loss) income | (20,966 | ) | | 314,882 | | | 3,961 | | | — | | | 297,877 | |
Other (income) expense: | | | | | | | | | |
Interest expense, net | 29,589 | | | 621 | | | 6,077 | | | — | | | 36,287 | | Other (income) expense: | | | | | | | | | |
Interest expense | 28,069 | | | 560 | | | 1,136 | | | — | | | 29,765 | |
Intercompany interest (income) expense, net | (34,318 | ) | | 16,901 | | | 17,417 | | | — | | | — | |
Intercompany interest (income) expense, net | (35,967 | ) | | 34,816 | | | 1,151 | | | — | | | — | |
Loss on debt extinguishment | 2,795 | | | — | | | — | | | — | | | 2,795 | |
Interest and other income, net | (129 | ) | | (1,548 | ) | | (336 | ) | | — | | | (2,013 | ) |
Change in fair value of contingent consideration liabilities | — | | | (936 | ) | | 2,701 | | | — | | | 1,765 | |
Total other (income) expense, net | (8,027 | ) | | 33,828 | | | 1,951 | | | — | | | 27,752 | |
Other expense (income), net | 172 | | | (2,380 | ) | | 471 | | | — | | | (1,737 | ) |
(Loss) income before (benefit) provision for income taxes | (12,939 | ) | | 281,054 | | | 2,010 | | | — | | | 270,125 | |
Total other (income) expense, net | (1,762 | ) | | 14,206 | | | 26,666 | | | — | | | 39,110 | |
(Benefit) provision for income taxes | (6,238 | ) | | 108,737 | | | 508 | | | — | | | 103,007 | |
(Loss) income before (benefit) provision for income taxes | (18,555 | ) | | 300,701 | | | 75,105 | | | — | | | 357,251 | |
Equity in earnings of subsidiaries | 175,772 | | | 64 | | | — | | | (175,836 | ) | | — | |
(Benefit) provision for income taxes | (7,199 | ) | | 115,625 | | | 15,066 | | | — | | | 123,492 | |
Income from continuing operations | 169,071 | | | 172,381 | | | 1,502 | | | (175,836 | ) | | 167,118 | |
Equity in earnings of subsidiaries | 245,115 | | | 15,496 | | | — | | | (260,611 | ) | | — | |
Discontinued operations: | | | | | | | | | | |
Net income | $ | 233,759 | | | $ | 200,572 | | | $ | 60,039 | | | $ | (260,611 | ) | | $ | 233,759 | |
Income from discontinued operations, net of taxes | — | | | 224 | | | — | | | — | | | 224 | |
|
LKQ CORPORATION AND SUBSIDIARIES | Gain on sale of discontinued operations, net of taxes | — | | | 1,729 | | | — | | | — | | | 1,729 | |
Condensed Consolidating Statements of Operations |
(In thousands) | Income from discontinued operations | — | | | 1,953 | | | — | | | — | | | 1,953 | |
| | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, 2012 | Net income | $ | 169,071 | | | $ | 174,334 | | | $ | 1,502 | | | $ | (175,836 | ) | | $ | 169,071 | |
| Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
Revenue | $ | — | | | $ | 2,415,328 | | | $ | 709,201 | | | $ | (69,514 | ) | | $ | 3,055,015 | | |
|
Cost of goods sold | — | | | 1,410,926 | | | 434,584 | | | (69,514 | ) | | 1,775,996 | | |
LKQ CORPORATION AND SUBSIDIARIES |
Gross margin | — | | | 1,004,402 | | | 274,617 | | | — | | | 1,279,019 | | Condensed Consolidating Statements of Comprehensive Income (Loss) |
(In thousands) |
Facility and warehouse expenses | — | | | 211,861 | | | 42,178 | | | — | | | 254,039 | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2012 |
Distribution expenses | — | | | 210,315 | | | 67,076 | | | — | | | 277,391 | | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
Net income | $ | 261,225 | | | $ | 234,399 | | | $ | 44,152 | | | $ | (278,551 | ) | | $ | 261,225 | |
Selling, general and administrative expenses | 16,082 | | | 256,001 | | | 92,378 | | | — | | | 364,461 | |
Other comprehensive income (loss), net of tax: | | | | | | | | | |
Restructuring and acquisition related expenses | — | | | 1,808 | | | 750 | | | — | | | 2,558 | | Foreign currency translation | 12,921 | | | 5,278 | | | 12,334 | | | (17,612 | ) | | 12,921 | |
|
Depreciation and amortization | 222 | | | 36,703 | | | 10,036 | | | — | | | 46,961 | | Net change in unrecognized gains/losses on derivative instruments, net of tax | (3,201 | ) | | — | | | (519 | ) | | 519 | | | (3,201 | ) |
|
Operating (loss) income | (16,304 | ) | | 287,714 | | | 62,199 | | | — | | | 333,609 | | Total other comprehensive income | 9,720 | | | 5,278 | | | 11,815 | | | (17,093 | ) | | 9,720 | |
|
Other (income) expense: | | | | | | | | | | Total comprehensive income | $ | 270,945 | | | $ | 239,677 | | | $ | 55,967 | | | $ | (295,644 | ) | | $ | 270,945 | |
Interest expense, net | 18,262 | | | 20 | | | 4,405 | | | — | | | 22,687 | |
|
Intercompany interest (income) expense, net | (27,964 | ) | | 20,987 | | | 6,977 | | | — | | | — | | |
|
Change in fair value of contingent consideration liabilities | — | | | (83 | ) | | 1,870 | | | — | | | 1,787 | | LKQ CORPORATION AND SUBSIDIARIES |
Condensed Consolidating Statements of Comprehensive Income (Loss) |
Other income, net | (32 | ) | | (2,665 | ) | | (716 | ) | | — | | | (3,413 | ) | (In thousands) |
|
Total other (income) expense, net | (9,734 | ) | | 18,259 | | | 12,536 | | | — | | | 21,061 | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2011 |
(Loss) income before (benefit) provision for income taxes | (6,570 | ) | | 269,455 | | | 49,663 | | | — | | | 312,548 | | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
Net income | $ | 210,264 | | | $ | 210,575 | | | $ | 8,444 | | | $ | (219,019 | ) | | $ | 210,264 | |
(Benefit) provision for income taxes | (2,924 | ) | | 106,473 | | | 9,962 | | | — | | | 113,511 | |
Other comprehensive loss, net of tax: | | | | | | | | | |
Equity in earnings of subsidiaries | 202,683 | | | 9,449 | | | — | | | (212,132 | ) | | — | | Foreign currency translation | (4,273 | ) | | (1,440 | ) | | (3,790 | ) | | 5,230 | | | (4,273 | ) |
|
Net income | $ | 199,037 | | | $ | 172,431 | | | $ | 39,701 | | | $ | (212,132 | ) | | $ | 199,037 | | Net change in unrecognized gains/losses on derivative instruments, net of tax | (9,066 | ) | | — | | | (1,042 | ) | | 1,042 | | | (9,066 | ) |
|
| Total other comprehensive loss | (13,339 | ) | | (1,440 | ) | | (4,832 | ) | | 6,272 | | | (13,339 | ) |
|
| Total comprehensive income | $ | 196,925 | | | $ | 209,135 | | | $ | 3,612 | | | $ | (212,747 | ) | | $ | 196,925 | |
LKQ CORPORATION AND SUBSIDIARIES |
Condensed Consolidating Statements of Comprehensive Income (Loss) | |
(In thousands) | |
| | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, 2013 | LKQ CORPORATION AND SUBSIDIARIES |
| Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | Condensed Consolidating Statements of Comprehensive Income |
Net income | $ | 73,445 | | | $ | 60,388 | | | $ | 23,076 | | | $ | (83,464 | ) | | $ | 73,445 | | (In thousands) |
| | | | | | | | | | | | | | | | | | | |
Other comprehensive income, net of tax: | | | | | | | | | | | Year Ended December 31, 2010 |
Foreign currency translation | 28,514 | | | 13,130 | | | 28,104 | | | (41,234 | ) | | 28,514 | | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
Net income | $ | 169,071 | | | $ | 174,334 | | | $ | 1,502 | | | $ | (175,836 | ) | | $ | 169,071 | |
Net change in unrecognized gains/losses on derivative instruments, net of tax | 625 | | | — | | | 127 | | | (127 | ) | | 625 | |
Other comprehensive income, net of tax: | | | | | | | | | |
Total other comprehensive income | 29,139 | | | 13,130 | | | 28,231 | | | (41,361 | ) | | 29,139 | | Foreign currency translation | 3,078 | | | 1,517 | | | 2,706 | | | (4,223 | ) | | 3,078 | |
|
Total comprehensive income | $ | 102,584 | | | $ | 73,518 | | | $ | 51,307 | | | $ | (124,825 | ) | | $ | 102,584 | | Net change in unrecognized gains/losses on derivative instruments, net of tax | 8,712 | | | — | | | — | | | — | | | 8,712 | |
|
| Reversal of unrealized gain on pension plan, net of tax | (15 | ) | | (15 | ) | | — | | | 15 | | | (15 | ) |
|
| Total other comprehensive income | 11,775 | | | 1,502 | | | 2,706 | | | (4,208 | ) | | 11,775 | |
LKQ CORPORATION AND SUBSIDIARIES |
Condensed Consolidating Statements of Comprehensive Income (Loss) | Total comprehensive income | $ | 180,846 | | | $ | 175,836 | | | $ | 4,208 | | | $ | (180,044 | ) | | $ | 180,846 | |
(In thousands) |
| |
| | | | | | | | | | | | | | | | | | | | LKQ CORPORATION AND SUBSIDIARIES |
| Three Months Ended September 30, 2012 | Condensed Consolidating Statements of Cash Flows |
| Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | (In thousands) |
Net income | $ | 54,048 | | | $ | 44,429 | | | $ | 14,400 | | | $ | (58,829 | ) | | $ | 54,048 | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2012 |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
Foreign currency translation | 10,182 | | | 3,880 | | | 9,485 | | | (13,365 | ) | | 10,182 | | CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | |
Net cash provided by (used in) operating activities | $ | 150,309 | | | $ | 289,013 | | | $ | (74,085 | ) | | $ | (159,047 | ) | | $ | 206,190 | |
Net change in unrecognized gains/losses on derivative instruments, net of tax | (1,242 | ) | | — | | | (166 | ) | | 166 | | | (1,242 | ) |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | |
Total other comprehensive income | 8,940 | | | 3,880 | | | 9,319 | | | (13,199 | ) | | 8,940 | | Purchases of property and equipment | (150 | ) | | (68,344 | ) | | (19,761 | ) | | — | | | (88,255 | ) |
|
Total comprehensive income | $ | 62,988 | | | $ | 48,309 | | | $ | 23,719 | | | $ | (72,028 | ) | | $ | 62,988 | | Proceeds from sales of property and equipment | — | | | 699 | | | 358 | | | — | | | 1,057 | |
|
| Investment and intercompany note activity with subsidiaries | (132,006 | ) | | — | | | — | | | 132,006 | | | — | |
|
| Cash used in acquisitions, net of cash acquired | — | | | (183,716 | ) | | (81,620 | ) | | — | | | (265,336 | ) |
LKQ CORPORATION AND SUBSIDIARIES |
Condensed Consolidating Statements of Comprehensive Income (Loss) | Net cash used in investing activities | (132,156 | ) | | (251,361 | ) | | (101,023 | ) | | 132,006 | | | (352,534 | ) |
(In thousands) |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | Proceeds from exercise of stock options | 17,693 | | | — | | | — | | | — | | | 17,693 | |
| Nine Months Ended September 30, 2013 |
| Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | Excess tax benefit from stock-based payments | 15,737 | | | — | | | — | | | — | | | 15,737 | |
Net income | $ | 233,759 | | | $ | 200,572 | | | $ | 60,039 | | | $ | (260,611 | ) | | $ | 233,759 | |
Debt issuance costs | (30 | ) | | — | | | (223 | ) | | — | | | (253 | ) |
Other comprehensive income, net of tax: | | | | | | | | | |
Foreign currency translation | 6,330 | | | 3,386 | | | 7,107 | | | (10,493 | ) | | 6,330 | | Borrowings under revolving credit facility | 612,700 | | | — | | | 129,681 | | | — | | | 742,381 | |
|
Net change in unrecognized gains/losses on derivative instruments, net of tax | 3,986 | | | — | | | 903 | | | (903 | ) | | 3,986 | | Repayments under revolving credit facility | (832,700 | ) | | — | | | (22,702 | ) | | — | | | (855,402 | ) |
|
Total other comprehensive income | 10,316 | | | 3,386 | | | 8,010 | | | (11,396 | ) | | 10,316 | | Borrowings under term loans | 200,000 | | | — | | | — | | | — | | | 200,000 | |
|
Total comprehensive income | $ | 244,075 | | | $ | 203,958 | | | $ | 68,049 | | | $ | (272,007 | ) | | $ | 244,075 | | Repayments under term loans | (20,000 | ) | | — | | | — | | | — | | | (20,000 | ) |
|
| Borrowings under receivables securitization facility | — | | | — | | | 82,700 | | | — | | | 82,700 | |
|
| Repayments under receivables securitization facility | — | | | — | | | (2,700 | ) | | — | | | (2,700 | ) |
LKQ CORPORATION AND SUBSIDIARIES |
Condensed Consolidating Statements of Comprehensive Income (Loss) | Payments of other obligations | (3,065 | ) | | (6,861 | ) | | (13,158 | ) | | — | | | (23,084 | ) |
(In thousands) |
| Investment and intercompany note activity with parent | — | | | 129,076 | | | 2,930 | | | (132,006 | ) | | — | |
| | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, 2012 | Dividends | — | | | (159,047 | ) | | — | | | 159,047 | | | — | |
| Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
Net income | $ | 199,037 | | | $ | 172,431 | | | $ | 39,701 | | | $ | (212,132 | ) | | $ | 199,037 | | Net cash (used in) provided by financing activities | (9,665 | ) | | (36,832 | ) | | 176,528 | | | 27,041 | | | 157,072 | |
|
Other comprehensive income (loss), net of tax: | | | | | | | | | | Effect of exchange rate changes on cash and equivalents | — | | | — | | | 795 | | | — | | | 795 | |
Foreign currency translation | 12,518 | | | 4,965 | | | 11,735 | | | (16,700 | ) | | 12,518 | |
Net increase in cash and equivalents | 8,488 | | | 820 | | | 2,215 | | | — | | | 11,523 | |
Net change in unrecognized gains/losses on derivative instruments, net of tax | (4,233 | ) | | — | | | (619 | ) | | 619 | | | (4,233 | ) |
Cash and equivalents, beginning of period | 9,908 | | | 17,433 | | | 20,906 | | | — | | | 48,247 | |
Total other comprehensive income | 8,285 | | | 4,965 | | | 11,116 | | | (16,081 | ) | | 8,285 | |
Cash and equivalents, end of period | $ | 18,396 | | | $ | 18,253 | | | $ | 23,121 | | | $ | — | | | $ | 59,770 | |
Total comprehensive income | $ | 207,322 | | | $ | 177,396 | | | $ | 50,817 | | | $ | (228,213 | ) | | $ | 207,322 | |
LKQ CORPORATION AND SUBSIDIARIES |
| Condensed Consolidating Statements of Cash Flows |
| (In thousands) |
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2011 |
LKQ CORPORATION AND SUBSIDIARIES | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
Condensed Consolidating Statements of Cash Flows | CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | |
(In thousands) | Net cash provided by operating activities | $ | 72,199 | | | $ | 201,029 | | | $ | 4,341 | | | $ | (65,797 | ) | | $ | 211,772 | |
| | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, 2013 | CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | |
| Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | Purchases of property and equipment | (922 | ) | | (79,474 | ) | | (6,020 | ) | | — | | | (86,416 | ) |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | |
Net cash provided by operating activities | $ | 101,136 | | | $ | 195,524 | | | $ | 116,212 | | | $ | (71,943 | ) | | $ | 340,929 | | Proceeds from sales of property and equipment | 2 | | | 1,557 | | | 184 | | | — | | | 1,743 | |
|
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | Investment and intercompany note activity with subsidiaries | (347,005 | ) | | (93,985 | ) | | — | | | 440,990 | | | — | |
Purchases of property and equipment | (1 | ) | | (40,824 | ) | | (20,301 | ) | | — | | | (61,126 | ) |
Cash used in acquisitions, net of cash acquired | — | | | (193,292 | ) | | (293,642 | ) | | — | | | (486,934 | ) |
Proceeds from sales of property and equipment | — | | | 1,032 | | | 427 | | | — | | | 1,459 | |
Net cash used in investing activities | (347,925 | ) | | (365,194 | ) | | (299,478 | ) | | 440,990 | | | (571,607 | ) |
Investment in unconsolidated subsidiary | — | | | — | | | (9,136 | ) | | — | | | (9,136 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | |
Investment and intercompany note activity with subsidiaries | (418,205 | ) | | (84,893 | ) | | — | | | 503,098 | | | — | | Proceeds from exercise of stock options | 11,919 | | | — | | | — | | | — | | | 11,919 | |
|
Acquisitions, net of cash acquired | — | | | (21,570 | ) | | (374,404 | ) | | — | | | (395,974 | ) | Excess tax benefit from stock-based payments | 7,973 | | | — | | | — | | | — | | | 7,973 | |
|
Net cash used in investing activities | (418,206 | ) | | (146,255 | ) | | (403,414 | ) | | 503,098 | | | (464,777 | ) | Debt issuance costs | (10,874 | ) | | — | | | (174 | ) | | — | | | (11,048 | ) |
|
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | Borrowings under revolving credit facility | 748,329 | | | — | | | 363,040 | | | — | | | 1,111,369 | |
Proceeds from exercise of stock options | 13,647 | | | — | | | — | | | — | | | 13,647 | |
Repayments under revolving credit facility | (227,329 | ) | | — | | | (226,538 | ) | | — | | | (453,867 | ) |
Excess tax benefit from stock-based payments | 15,998 | | | — | | | — | | | — | | | 15,998 | |
Borrowings under term loans | 250,000 | | | — | | | — | | | — | | | 250,000 | |
Debt issuance costs | (16,830 | ) | | — | | | (82 | ) | | — | | | (16,912 | ) |
Repayments under term loans | (563,079 | ) | | — | | | (37,385 | ) | | — | | | (600,464 | ) |
Proceeds from issuance of senior notes | 600,000 | | | — | | | — | | | — | | | 600,000 | |
Payments of other obligations | (1,640 | ) | | (849 | ) | | (1,982 | ) | | — | | | (4,471 | ) |
Borrowings under revolving credit facility | 315,000 | | | — | | | 84,758 | | | — | | | 399,758 | |
Investment and intercompany note activity with parent | — | | | 226,872 | | | 214,118 | | | (440,990 | ) | | — | |
Repayments under revolving credit facility | (616,000 | ) | | — | | | (129,313 | ) | | — | | | (745,313 | ) |
Dividends | — | | | (65,797 | ) | | — | | | 65,797 | | | — | |
Borrowings under term loans | 35,000 | | | — | | | — | | | — | | | 35,000 | |
Net cash provided by financing activities | 215,299 | | | 160,226 | | | 311,079 | | | (375,193 | ) | | 311,411 | |
Repayments under term loans | (11,250 | ) | | — | | | — | | | — | | | (11,250 | ) |
Effect of exchange rate changes on cash and equivalents | — | | | — | | | 982 | | | — | | | 982 | |
Borrowings under receivables securitization facility | — | | | — | | | 41,500 | | | — | | | 41,500 | |
Net (decrease) increase in cash and equivalents | (60,427 | ) | | (3,939 | ) | | 16,924 | | | — | | | (47,442 | ) |
Repayments under receivables securitization facility | — | | | — | | | (111,500 | ) | | — | | | (111,500 | ) |
Cash and equivalents, beginning of period | 70,335 | | | 21,372 | | | 3,982 | | | — | | | 95,689 | |
Repayments of other long-term debt | (925 | ) | | (7,983 | ) | | (10,610 | ) | | — | | | (19,518 | ) |
Cash and equivalents, end of period | $ | 9,908 | | | $ | 17,433 | | | $ | 20,906 | | | $ | — | | | $ | 48,247 | |
Payments of other obligations | — | | | (473 | ) | | (31,618 | ) | | — | | | (32,091 | ) |
LKQ CORPORATION AND SUBSIDIARIES |
Investment and intercompany note activity with parent | — | | | 25,095 | | | 478,003 | | | (503,098 | ) | | — | | Condensed Consolidating Statements of Cash Flows |
(In thousands) |
Dividends | — | | | (71,943 | ) | | — | | | 71,943 | | | — | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2010 |
Net cash provided by (used in) financing activities | 334,640 | | | (55,304 | ) | | 321,138 | | | (431,155 | ) | | 169,319 | | | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | |
Effect of exchange rate changes on cash and equivalents | — | | | — | | | 2,096 | | | — | | | 2,096 | | Net cash provided by (used in) operating activities | $ | 53,403 | | | $ | 163,533 | | | $ | (2,115 | ) | | $ | (55,638 | ) | | $ | 159,183 | |
|
Net increase (decrease) in cash and equivalents | 17,570 | | | (6,035 | ) | | 36,032 | | | — | | | 47,567 | | CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | |
Purchases of property and equipment | (705 | ) | | (57,687 | ) | | (3,046 | ) | | — | | | (61,438 | ) |
Cash and equivalents, beginning of period | 18,396 | | | 18,253 | | | 23,121 | | | — | | | 59,770 | |
Proceeds from sales of property and equipment | 16 | | | 1,040 | | | 385 | | | — | | | 1,441 | |
Cash and equivalents, end of period | $ | 35,966 | | | $ | 12,218 | | | $ | 59,153 | | | $ | — | | | $ | 107,337 | |
Proceeds from sale of businesses, net of cash sold | — | | | 11,992 | | | — | | | — | | | 11,992 | |
LKQ CORPORATION AND SUBSIDIARIES |
Condensed Consolidating Statements of Cash Flows | Investment and intercompany note activity with subsidiaries | (77,421 | ) | | — | | | — | | | 77,421 | | | — | |
(In thousands) |
| | | | | | | | | | | | | | | | | | | | Cash used in acquisitions, net of cash acquired | — | | | (121,384 | ) | | (22,194 | ) | | — | | | (143,578 | ) |
| Nine Months Ended September 30, 2012 |
| Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Consolidated | Net cash used in investing activities | (78,110 | ) | | (166,039 | ) | | (24,855 | ) | | 77,421 | | | (191,583 | ) |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | |
Net cash provided by (used in) operating activities | $ | 134,934 | | | $ | 252,440 | | | $ | (67,023 | ) | | $ | (138,279 | ) | | $ | 182,072 | | CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | |
Proceeds from exercise of stock options | 13,962 | | | — | | | — | | | — | | | 13,962 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | |
Purchases of property and equipment | (45 | ) | | (47,446 | ) | | (13,145 | ) | | — | | | (60,636 | ) | Excess tax benefit from stock-based payments | 15,000 | | | — | | | — | | | — | | | 15,000 | |
|
Proceeds from sales of property and equipment | — | | | 458 | | | 234 | | | — | | | 692 | | Debt issuance costs | (419 | ) | | — | | | — | | | — | | | (419 | ) |
|
Investment and intercompany note activity with subsidiaries | (48,690 | ) | | — | | | — | | | 48,690 | | | — | | Repayments under term loans | (7,037 | ) | | — | | | (439 | ) | | — | | | (7,476 | ) |
|
Acquisitions, net of cash acquired | — | | | (110,713 | ) | | (22,410 | ) | | — | | | (133,123 | ) | Payments of other obligations | (850 | ) | | (399 | ) | | (856 | ) | | — | | | (2,105 | ) |
|
Net cash used in investing activities | (48,735 | ) | | (157,701 | ) | | (35,321 | ) | | 48,690 | | | (193,067 | ) | Investment and intercompany note activity with parent | — | | | 56,459 | | | 20,962 | | | (77,421 | ) | | — | |
|
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | Dividends | — | | | (55,638 | ) | | — | | | 55,638 | | | — | |
Proceeds from exercise of stock options | 14,187 | | | — | | | — | | | — | | | 14,187 | |
Net cash provided by financing activities | 20,656 | | | 422 | | | 19,667 | | | (21,783 | ) | | 18,962 | |
Excess tax benefit from stock-based payments | 11,071 | | | — | | | — | | | — | | | 11,071 | |
Effect of exchange rate changes on cash and equivalents | — | | | — | | | 221 | | | — | | | 221 | |
Debt issuance costs | — | | | — | | | (175 | ) | | — | | | (175 | ) |
Net decrease in cash and equivalents | (4,051 | ) | | (2,084 | ) | | (7,082 | ) | | — | | | (13,217 | ) |
Borrowings under revolving credit facility | 442,500 | | | — | | | 57,587 | | | — | | | 500,087 | |
Cash and equivalents, beginning of period | 74,386 | | | 23,456 | | | 11,064 | | | — | | | 108,906 | |
Repayments under revolving credit facility | (733,500 | ) | | — | | | (14,351 | ) | | — | | | (747,851 | ) |
Cash and equivalents, end of period | $ | 70,335 | | | $ | 21,372 | | | $ | 3,982 | | | $ | — | | | $ | 95,689 | |
Borrowings under term loans | 200,000 | | | — | | | — | | | — | | | 200,000 | |
|
Repayments under term loans | (14,375 | ) | | — | | | — | | | — | | | (14,375 | ) | |
|
Borrowings under receivables securitization facility | — | | | — | | | 77,272 | | | — | | | 77,272 | | |
|
Repayments of other long-term debt | (2,580 | ) | | (1,834 | ) | | (3,922 | ) | | — | | | (8,336 | ) | |
|
Payments of other obligations | — | | | (600 | ) | | — | | | — | | | (600 | ) | |
|
Investment and intercompany note activity with parent | — | | | 47,754 | | | 936 | | | (48,690 | ) | | — | | |
|
Dividends | — | | | (138,279 | ) | | — | | | 138,279 | | | — | | |
|
Net cash (used in) provided by financing activities | (82,697 | ) | | (92,959 | ) | | 117,347 | | | 89,589 | | | 31,280 | | |
|
Effect of exchange rate changes on cash and equivalents | — | | | — | | | 682 | | | — | | | 682 | | |
|
Net increase in cash and equivalents | 3,502 | | | 1,780 | | | 15,685 | | | — | | | 20,967 | | |
|
Cash and equivalents, beginning of period | 9,908 | | | 17,433 | | | 20,906 | | | — | | | 48,247 | | |
|
Cash and equivalents, end of period | $ | 13,410 | | | $ | 19,213 | | | $ | 36,591 | | | $ | — | | | $ | 69,214 | | |
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