Condensed Financial Statements [Text Block] | Condensed Consolidating Financial Information LKQ Corporation (the "Parent") issued, and the Guarantors have fully and unconditionally guaranteed, jointly and severally, the U.S. Notes (2023) due on May 15, 2023. A Guarantor's guarantee will be unconditionally and automatically released and discharged upon the occurrence of any of the following events: (i) a transfer (including as a result of consolidation or merger) by the Guarantor to any person that is not a Guarantor of all or substantially all assets and properties of such Guarantor, provided the Guarantor is also released from its obligations with respect to indebtedness under the Credit Agreement or other indebtedness of ours, which obligation gave rise to the guarantee of the U.S. Notes (2023); (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 U.S. Notes (2023) Indenture, provided the Guarantor is also released from its obligations with respect to indebtedness under the Credit Agreement or other indebtedness of ours, which obligation gave rise to the guarantee of the U.S. Notes (2023); (iii) the release of the Guarantor from its obligations with respect to indebtedness under the Credit Agreement or other indebtedness of ours, which obligation gave rise to the guarantee of the U.S. Notes (2023); and (iv) upon legal defeasance, covenant defeasance or satisfaction and discharge of the U.S. Notes (2023) Indenture, as defined in the U.S. Notes (2023) Indenture. Presented below are the unaudited condensed consolidating financial statements of the Parent, the Guarantors, the non-guarantor subsidiaries (the "Non-Guarantors"), and the elimination entries necessary to present our financial statements on a consolidated basis as required by Rule 3-10 of Regulation S-X of the Securities Exchange Act of 1934 resulting from the guarantees of the U.S. Notes (2023). 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 revenue and expenses. The unaudited condensed consolidating financial statements below have been prepared from our financial information on the same basis of accounting as the unaudited condensed consolidated financial statements, and may not necessarily be indicative of the financial position, results of operations or cash flows had the Parent, Guarantors and Non-Guarantors operated as independent entities. LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Three Months Ended March 31, 2019 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,550,680 $ 1,586,877 $ (37,254 ) $ 3,100,303 Cost of goods sold — 921,489 1,007,804 (37,254 ) 1,892,039 Gross margin — 629,191 579,073 — 1,208,264 Selling, general and administrative expenses 9,038 432,387 455,107 — 896,532 Restructuring and acquisition related expenses — 606 2,701 — 3,307 Impairment of net assets held for sale — 8,461 6,562 — 15,023 Depreciation and amortization 54 25,073 45,875 — 71,002 Operating (loss) income (9,092 ) 162,664 68,828 — 222,400 Other expense (income): Interest expense (income), net of interest income 13,836 (336 ) 22,589 — 36,089 Intercompany interest (income) expense, net (15,086 ) 9,189 5,897 — — Other expense (income), net 19 (7,831 ) 3,961 — (3,851 ) Total other (income) expense, net (1,231 ) 1,022 32,447 — 32,238 (Loss) income before (benefit) provision for income taxes (7,861 ) 161,642 36,381 — 190,162 (Benefit) provision for income taxes (2,046 ) 43,303 10,293 — 51,550 Equity in earnings (losses) of unconsolidated subsidiaries — 1,147 (40,696 ) — (39,549 ) Equity in earnings of subsidiaries 103,863 9,712 — (113,575 ) — Net income (loss) 98,048 129,198 (14,608 ) (113,575 ) 99,063 Less: net income attributable to noncontrolling interest — — 1,015 — 1,015 Net income (loss) attributable to LKQ stockholders $ 98,048 $ 129,198 $ (15,623 ) $ (113,575 ) $ 98,048 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Three Months Ended March 31, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,577,595 $ 1,180,242 $ (37,073 ) $ 2,720,764 Cost of goods sold — 945,915 757,951 (37,073 ) 1,666,793 Gross margin — 631,680 422,291 — 1,053,971 Selling, general and administrative expenses 9,130 426,797 330,964 — 766,891 Restructuring and acquisition related expenses — 330 3,724 — 4,054 Depreciation and amortization 29 24,338 32,091 — 56,458 Operating (loss) income (9,159 ) 180,215 55,512 — 226,568 Other expense (income): Interest expense, net of interest income 18,008 212 10,295 — 28,515 Intercompany interest (income) expense, net (15,400 ) 9,680 5,720 — — Other (income) expense, net (1,015 ) (5,882 ) 4,015 — (2,882 ) Total other expense, net 1,593 4,010 20,030 — 25,633 (Loss) income before (benefit) provision for income taxes (10,752 ) 176,205 35,482 — 200,935 (Benefit) provision for income taxes (3,904 ) 45,877 7,611 — 49,584 Equity in earnings of unconsolidated subsidiaries — — 1,412 — 1,412 Equity in earnings of subsidiaries 159,808 5,110 — (164,918 ) — Net income 152,960 135,438 29,283 (164,918 ) 152,763 Less: net loss attributable to noncontrolling interest — — (197 ) — (197 ) Net income attributable to LKQ stockholders $ 152,960 $ 135,438 $ 29,480 $ (164,918 ) $ 152,960 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Three Months Ended March 31, 2019 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income (loss) $ 98,048 $ 129,198 $ (14,608 ) $ (113,575 ) $ 99,063 Less: net income attributable to noncontrolling interest — — 1,015 — 1,015 Net income (loss) attributable to LKQ stockholders 98,048 129,198 (15,623 ) (113,575 ) 98,048 Other comprehensive income (loss): Foreign currency translation, net of tax (9,895 ) 2,194 (10,466 ) 8,272 (9,895 ) Net change in unrealized gains/losses on cash flow hedges, net of tax (2,737 ) — — — (2,737 ) Net change in unrealized gains/losses on pension plans, net of tax 191 (4 ) 195 (191 ) 191 Net change in other comprehensive loss from unconsolidated subsidiaries (3,463 ) — (3,463 ) 3,463 (3,463 ) Other comprehensive (loss) income (15,904 ) 2,190 (13,734 ) 11,544 (15,904 ) Comprehensive income (loss) 82,144 131,388 (28,342 ) (102,031 ) 83,159 Less: comprehensive income attributable to noncontrolling interest — — 1,015 — 1,015 Comprehensive income (loss) attributable to LKQ stockholders $ 82,144 $ 131,388 $ (29,357 ) $ (102,031 ) $ 82,144 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Three Months Ended March 31, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 152,960 $ 135,438 $ 29,283 $ (164,918 ) $ 152,763 Less: net loss attributable to noncontrolling interest — — (197 ) — (197 ) Net income attributable to LKQ stockholders 152,960 135,438 29,480 (164,918 ) 152,960 Other comprehensive income (loss): Foreign currency translation, net of tax 48,485 (2,183 ) 49,055 (46,872 ) 48,485 Net change in unrealized gains/losses on cash flow hedges, net of tax 3,254 — — — 3,254 Net change in unrealized gains/losses on pension plans, net of tax (621 ) (621 ) — 621 (621 ) Net change in other comprehensive loss from unconsolidated subsidiaries (605 ) — (605 ) 605 (605 ) Other comprehensive income (loss) 50,513 (2,804 ) 48,450 (45,646 ) 50,513 Comprehensive income 203,473 132,634 77,733 (210,564 ) 203,276 Less: comprehensive loss attributable to noncontrolling interest — — (197 ) — (197 ) Comprehensive income attributable to LKQ stockholders $ 203,473 $ 132,634 $ 77,930 $ (210,564 ) $ 203,473 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands) March 31, 2019 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 40,703 $ 31,744 $ 243,619 $ — $ 316,066 Receivables, net 386 366,235 986,870 — 1,353,491 Intercompany receivables, net 7,411 — 19,147 (26,558 ) — Inventories — 1,245,544 1,446,462 — 2,692,006 Prepaid expenses and other current assets 4,668 162,616 115,923 — 283,207 Total current assets 53,168 1,806,139 2,812,021 (26,558 ) 4,644,770 Property, plant and equipment, net 1,630 600,965 603,747 — 1,206,342 Operating lease assets, net 3,857 801,420 474,299 — 1,279,576 Intangible assets: Goodwill — 1,973,101 2,381,205 — 4,354,306 Other intangibles, net 234 260,491 628,884 — 889,609 Investment in subsidiaries 5,288,058 123,496 — (5,411,554 ) — Intercompany notes receivable 1,183,505 51,118 — (1,234,623 ) — Equity method investments — 17,551 116,683 — 134,234 Other assets 72,335 40,183 44,555 — 157,073 Total assets $ 6,602,787 $ 5,674,464 $ 7,061,394 $ (6,672,735 ) $ 12,665,910 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 2,111 $ 339,448 $ 611,129 $ — $ 952,688 Intercompany payables, net — 19,147 7,411 (26,558 ) — Accrued expenses: Accrued payroll-related liabilities 4,967 33,658 104,401 — 143,026 Other accrued expenses 12,930 105,465 199,431 — 317,826 Refund liability — 51,082 54,353 — 105,435 Other current liabilities 16,590 22,596 60,872 — 100,058 Current portion of operating lease liabilities 204 116,053 99,915 — 216,172 Current portion of long-term obligations 10,649 3,326 122,308 — 136,283 Total current liabilities 47,451 690,775 1,259,820 (26,558 ) 1,971,488 Long-term operating lease liabilities, excluding current portion 4,054 712,259 393,501 — 1,109,814 Long-term obligations, excluding current portion 1,624,269 16,248 2,452,249 — 4,092,766 Intercompany notes payable — 577,301 657,322 (1,234,623 ) — Deferred income taxes 7,187 135,287 163,296 — 305,770 Other noncurrent liabilities 120,344 75,446 133,508 — 329,298 Stockholders' equity: Total Company stockholders’ equity 4,799,482 3,467,148 1,944,406 (5,411,554 ) 4,799,482 Noncontrolling interest — — 57,292 — 57,292 Total stockholders’ equity 4,799,482 3,467,148 2,001,698 (5,411,554 ) 4,856,774 Total liabilities and stockholders' equity $ 6,602,787 $ 5,674,464 $ 7,061,394 $ (6,672,735 ) $ 12,665,910 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands) December 31, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 25,633 $ 29,285 $ 276,843 $ — $ 331,761 Receivables, net 310 316,726 837,047 — 1,154,083 Intercompany receivables, net 6,978 — 12,880 (19,858 ) — Inventories — 1,343,612 1,492,463 — 2,836,075 Prepaid expenses and other current assets 18,611 99,356 81,063 — 199,030 Total current assets 51,532 1,788,979 2,700,296 (19,858 ) 4,520,949 Property, plant and equipment, net 1,547 600,054 618,561 — 1,220,162 Intangible assets: Goodwill — 1,973,364 2,408,094 — 4,381,458 Other intangibles, net 260 272,451 656,041 — 928,752 Investment in subsidiaries 5,224,006 111,826 — (5,335,832 ) — Intercompany notes receivable 1,220,582 10,515 — (1,231,097 ) — Equity method investments — 16,404 162,765 — 179,169 Other assets 70,283 40,548 52,081 — 162,912 Total assets $ 6,568,210 $ 4,814,141 $ 6,597,838 $ (6,586,787 ) $ 11,393,402 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 2,454 $ 343,116 $ 596,828 $ — $ 942,398 Intercompany payables, net — 12,880 6,978 (19,858 ) — Accrued expenses: Accrued payroll-related liabilities 6,652 70,267 95,086 — 172,005 Other accrued expenses 5,454 105,672 177,299 — 288,425 Refund liability — 50,899 53,686 — 104,585 Other current liabilities 283 17,860 42,966 — 61,109 Current portion of long-term obligations 8,459 2,932 110,435 — 121,826 Total current liabilities 23,302 603,626 1,083,278 (19,858 ) 1,690,348 Long-term obligations, excluding current portion 1,628,677 13,532 2,546,465 — 4,188,674 Intercompany notes payable — 597,283 633,814 (1,231,097 ) — Deferred income taxes 8,045 135,355 168,034 — 311,434 Other noncurrent liabilities 125,888 99,147 139,159 — 364,194 Stockholders' equity: Total Company stockholders’ equity 4,782,298 3,365,198 1,970,634 (5,335,832 ) 4,782,298 Noncontrolling interest — — 56,454 — 56,454 Total stockholders’ equity 4,782,298 3,365,198 2,027,088 (5,335,832 ) 4,838,752 Total liabilities and stockholders' equity $ 6,568,210 $ 4,814,141 $ 6,597,838 $ (6,586,787 ) $ 11,393,402 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Three Months Ended March 31, 2019 Parent Guarantors Non-Guarantors (1) Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 65,970 $ 9,150 $ 54,335 $ 47,770 $ 177,225 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (438 ) (30,128 ) (22,450 ) — (53,016 ) Investment and intercompany note activity with subsidiaries 23,342 — — (23,342 ) — Acquisitions, net of cash acquired — (152 ) (4,633 ) — (4,785 ) Receipts of deferred purchase price on receivables under factoring arrangements — 75,123 — (75,123 ) — Other investing activities, net — 89 (72 ) — 17 Net cash provided by (used in) investing activities 22,904 44,932 (27,155 ) (98,465 ) (57,784 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 1,334 — — — 1,334 Taxes paid related to net share settlements of stock-based compensation awards (1,505 ) — — — (1,505 ) Purchase of treasury stock (70,462 ) — — — (70,462 ) Borrowings under revolving credit facilities 194,000 — 90,641 — 284,641 Repayments under revolving credit facilities (194,966 ) — (117,373 ) — (312,339 ) Repayments under term loans (2,188 ) — — — (2,188 ) Borrowings under receivables securitization facility — — 6,600 — 6,600 Repayments under receivables securitization facility — — (36,910 ) — (36,910 ) Borrowings (repayments) of other debt, net — 763 (1,388 ) — (625 ) Other financing activities, net (17 ) — (1,260 ) — (1,277 ) Investment and intercompany note activity with parent — (25,502 ) 2,160 23,342 — Dividends — (27,353 ) — 27,353 — Net cash used in financing activities (73,804 ) (52,092 ) (57,530 ) 50,695 (132,731 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash — 469 (2,982 ) — (2,513 ) Net increase (decrease) in cash, cash equivalents and restricted cash 15,070 2,459 (33,332 ) — (15,803 ) Cash, cash equivalents and restricted cash, beginning of period 25,633 29,285 282,332 — 337,250 Cash, cash equivalents and restricted cash, end of period $ 40,703 $ 31,744 $ 249,000 $ — $ 321,447 (1) Restricted cash is only included in the unaudited condensed consolidating financial statements of the Non-Guarantors. LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Three Months Ended March 31, 2018 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 95,942 $ 35,802 $ 243 $ 13,176 $ 145,163 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (163 ) (29,908 ) (32,118 ) — (62,189 ) Investment and intercompany note activity with subsidiaries 24,333 — — (24,333 ) — Acquisitions, net of cash acquired — (2,966 ) — — (2,966 ) Receipts of deferred purchase price on receivables under factoring arrangements (1) — 68,171 — (68,171 ) — Other investing activities, net — (145 ) 679 — 534 Net cash provided by (used in) investing activities 24,170 35,152 (31,439 ) (92,504 ) (64,621 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 2,255 — — — 2,255 Taxes paid related to net share settlements of stock-based compensation awards (3,292 ) — — — (3,292 ) Borrowings under revolving credit facilities 161,000 — 40,669 — 201,669 Repayments under revolving credit facilities (291,966 ) — (29,559 ) — (321,525 ) Repayments under term loans (4,405 ) — — — (4,405 ) (Repayments) borrowings of other debt, net — (30 ) 4,439 — 4,409 Other financing activities, net (724 ) — 4,107 — 3,383 Investment and intercompany note activity with parent — (21,759 ) (2,574 ) 24,333 — Dividends — (54,995 ) — 54,995 — Net cash (used in) provided by financing activities (137,132 ) (76,784 ) 17,082 79,328 (117,506 ) Effect of exchange rate changes on cash and cash equivalents — (326 ) 3,203 — 2,877 Net decrease in cash and cash equivalents (17,020 ) (6,156 ) (10,911 ) — (34,087 ) Cash and cash equivalents, beginning of period 34,360 35,131 210,275 — 279,766 Cash and cash equivalents, end of period $ 17,340 $ 28,975 $ 199,364 $ — $ 245,679 (1) The amount was updated to reflect daily transactions compared to the monthly transactions as was initially calculated in the first quarter of 2018. |