v2.4.0.8

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

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