LKQ CORP 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ***** INDEX TO FINANCIAL STATEMENTS Page LKQ CORPORATION AND SUBSIDIARIES Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) 57 Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021 61 Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021 62 Consolidated Balance Sheets as of December 31, 2023 and 2022 63 Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 64 Consolidated Statements of Stockholders' Equity for the years ended December 31, 2023, 2022 and 2021 65 Notes to Consolidated Financial Statements 66 56 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of LKQ Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of LKQ Corporation and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 22, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Goodwill Impairment Assessment - Refer to Notes 2 and 10 to the financial statements. Critical Audit Matter Description The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. The Company determines the fair value of its reporting units using a discounted cash flow model and the market approach, which require management to make significant estimates and assumptions. Auditing the estimates and assumptions that impacted the valuation of certain reporting units involved especially subjective judgment; specifically, the forecasts of future revenue and profit margins (“forecasts”), the selection of discount rates, and the determination of market multiples. 57 How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the forecasts, the selection of discount rates, and determination of market multiples included the following, among others: • We tested the effectiveness of controls over the goodwill impairment assessments, including those over the forecasts and the selection of the discount rates and market multiples. • We evaluated management’s ability to accurately forecast by comparing actual results to management’s historical forecasts. • We evaluated the reasonableness of management’s forecasts by comparing the forecasts to (1) historical results, (2) internal communications to management and the Board of Directors, (3) analyst and industry reports of the Company and companies in its peer group, and (4) forecasts used in the preceding impairment assessments. • With the assistance of our fair value specialists, we evaluated the discount rates, including (1) testing the underlying source information and the mathematical accuracy of the calculations, (2) developing a range of independent estimates and comparing those to the discount rates used by management, and (3) comparing the discount rates used by management to those used in the preceding impairment assessments. • With the assistance of our fair value specialists, we evaluated the market multiples, including testing the underlying source information and mathematical accuracy of the calculations, and comparing the multiples selected by management to its guideline public companies and the multiples used in the preceding impairment assessments. Business Combinations - Refer to Note 3 to the financial statements. Critical Audit Matter Description The Company completed the acquisition of Uni-Select Inc. for approximately $ 2.1 billion on August 1, 2023. The Company accounted for this acquisition using the acquisition method of accounting, under which the acquisition purchase price is allocated to the assets acquired, including purchased intangible assets, and liabilities assumed based on their respective fair values. The purchase price allocation included customer and supplier relationship intangible assets of $ 669 million and trade name intangible assets of $ 17 million. The Company’s estimation of the value of the customer and supplier relationships and the trade names required management to make significant estimates and assumptions, including future expected cash flows including revenue growth assumptions from product sales and customer contracts, royalty rates, customer attrition rates and discount rates. We identified the valuation of the customer and supplier relationship and trade name intangible assets for Uni-Select Inc. as a critical audit matter because of the significant estimates and assumptions management made to determine the fair value of these assets discussed above. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate management’s valuation methodologies and the reasonableness of management’s assumptions related to future expected cash flows and the selection of royalty rates, customer attrition rates and discount rates. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the fair value of the acquired intangible assets discussed above included the following, among others: • We tested the effectiveness of controls over the purchase price allocation, including management’s controls over the appropriateness of the valuation methodology, forecast of future expected cash flows, and selection of the royalty rates, customer attrition rates and discount rates. • We assessed the reasonableness of management’s forecast of future expected cash flows by comparing the projections to historical results and certain peer companies. We also evaluated whether the estimated future expected cash flows were consistent with evidence obtained in other areas of the audit. 58 • With the assistance of our internal fair value specialists, we evaluated the reasonableness of the valuation methodology, royalty rates, customer attrition rates and discount rates by: ◦ Testing the mathematical accuracy of the calculations. ◦ Testing the source information underlying the determination of the royalty, customer attrition and discount rates. ◦ Developing ranges of independent estimates and comparing those to the rates selected by management. /s/ DELOITTE & TOUCHE LLP Chicago, Illinois February 22, 2024 We have served as the Company's auditor since 1998. 59 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of LKQ Corporation Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of LKQ Corporation and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 22, 2024, expressed an unqualified opinion on those financial statements. As described in the Report of Management on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Uni-Select Inc., which was acquired on August 1, 2023, and whose financial statements constitute 16% of total assets (inclusive of goodwill and acquired intangible assets) and 4% of revenue of the consolidated financial statement amounts as of and for the year ended December 31, 2023. Accordingly, our audit did not include the internal control over financial reporting at Uni-Select Inc. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP Chicago, Illinois February 22, 2024 60 LKQ CORPORATION AND SUBSIDIARIES Consolidated Statements of Income (In millions, except per share data) Year Ended December 31, 2023 2022 2021 Revenue $ 13,866 $ 12,794 $ 13,089 Cost of goods sold 8,291 7,571 7,767 Gross margin 5,575 5,223 5,322 Selling, general and administrative expenses 3,870 3,544 3,568 Restructuring and transaction related expenses 65 20 20 Gain on disposal of businesses (1) — ( 159 ) — Depreciation and amortization 283 237 260 Operating income 1,357 1,581 1,474 Other expense (income): Interest expense 214 78 72 Loss on debt extinguishment 1 — 24 Gains on foreign exchange contracts - acquisition related (2) ( 49 ) — — Interest income and other income, net ( 44 ) ( 15 ) ( 21 ) Total other expense, net 122 63 75 Income from continuing operations before provision for income taxes 1,235 1,518 1,399 Provision for income taxes 306 385 331 Equity in earnings of unconsolidated subsidiaries 15 11 23 Income from continuing operations 944 1,144 1,091 Net (loss) income from discontinued operations ( 6 ) 6 1 Net income 938 1,150 1,092 Less: net income attributable to continuing noncontrolling interest 2 1 1 Net income attributable to LKQ stockholders $ 936 $ 1,149 $ 1,091 Basic earnings per share: (3) Income from continuing operations $ 3.53 $ 4.13 $ 3.68 Net (loss) income from discontinued operations ( 0.02 ) 0.02 — Net income 3.51 4.15 3.68 Less: net income attributable to continuing noncontrolling interest 0.01 0.01 — Net income attributable to LKQ stockholders $ 3.50 $ 4.15 $ 3.68 Diluted earnings per share: (3) Income from continuing operations $ 3.52 $ 4.12 $ 3.67 Net (loss) income from discontinued operations ( 0.02 ) 0.02 — Net income 3.50 4.14 3.67 Less: net income attributable to continuing noncontrolling interest 0.01 0.01 — Net income attributable to LKQ stockholders $ 3.49 $ 4.13 $ 3.66 (1) Primarily related to the sale of PGW Auto Glass ("PGW"). Refer to Note 4, "Discontinued Operations and Divestitures" for further information. (2) Related to the Uni-Select Inc. ("Uni-Select") acquisition. Refer to Note 3, "Business Combinations" and Note 20, "Derivative Instruments and Hedging Activities" for further information. (3) The sum of the individual earnings per share amounts may not equal the total due to rounding. The accompanying notes are an integral part of the Consolidated Financial Statements. 61 LKQ CORPORATION AND SUBSIDIARIES Consolidated Statements of Comprehensive Income (In millions) Year Ended December 31, 2023 2022 2021 Net income $ 938 $ 1,150 $ 1,092 Less: net income attributable to continuing noncontrolling interest 2 1 1 Net income attributable to LKQ stockholders 936 1,149 1,091 Other comprehensive income (loss): Foreign currency translation, net of tax 90 ( 212 ) ( 64 ) Net change in unrealized gains/losses on cash flow hedges, net of tax ( 11 ) — 1 Net change in unrealized gains/losses on pension plans, net of tax ( 5 ) 35 9 Other comprehensive income from unconsolidated subsidiaries 9 7 — Other comprehensive income (loss) 83 ( 170 ) ( 54 ) Comprehensive income 1,021 980 1,038 Less: comprehensive income attributable to continuing noncontrolling interest 2 1 1 Comprehensive income attributable to LKQ stockholders $ 1,019 $ 979 $ 1,037 The accompanying notes are an integral part of the Consolidated Financial Statements. 62 LKQ CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets (In millions, except per share data) December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ 299 $ 278 Receivables, net of allowance for credit losses 1,165 998 Inventories 3,121 2,752 Prepaid expenses and other current assets 283 230 Total current assets 4,868 4,258 Property, plant and equipment, net 1,516 1,236 Operating lease assets, net 1,336 1,227 Goodwill 5,600 4,319 Other intangibles, net 1,313 653 Equity method investments 159 141 Other noncurrent assets 287 204 Total assets $ 15,079 $ 12,038 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 1,648 $ 1,339 Accrued expenses: Accrued payroll-related liabilities 260 218 Refund liability 132 109 Other accrued expenses 309 294 Current portion of operating lease liabilities 224 188 Current portion of long-term obligations 596 34 Other current liabilities 149 89 Total current liabilities 3,318 2,271 Long-term operating lease liabilities, excluding current portion 1,163 1,091 Long-term obligations, excluding current portion 3,655 2,622 Deferred income taxes 448 280 Other noncurrent liabilities 314 283 Commitments and contingencies Redeemable noncontrolling interest — 24 Stockholders' equity: Common stock, $ 0.01 par value, 1,000.0 shares authorized, 323.1 shares issued and 267.2 shares outstanding at December 31, 2023; 322.4 shares issued and 267.3 shares outstanding at December 31, 2022 3 3 Additional paid-in capital 1,538 1,506 Retained earnings 7,290 6,656 Accumulated other comprehensive loss ( 240 ) ( 323 ) Treasury stock, at cost; 55.9 shares at December 31, 2023 and 55.1 shares at December 31, 2022 ( 2,424 ) ( 2,389 ) Total Company stockholders' equity 6,167 5,453 Noncontrolling interest 14 14 Total stockholders' equity 6,181 5,467 Total liabilities and stockholders' equity $ 15,079 $ 12,038 The accompanying notes are an integral part of the Consolidated Financial Statements. 63 LKQ CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (In millions) Year Ended December 31, 2023 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 938 $ 1,150 $ 1,092 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 319 264 284 Gain on disposal of businesses — ( 159 ) — Stock-based compensation expense 40 38 34 Loss on debt extinguishment 1 — 24 Gains on foreign exchange contracts - acquisition related ( 49 ) — — Deferred income taxes 13 6 ( 27 ) Other 17 ( 14 ) ( 37 ) Changes in operating assets and liabilities, net of effects from acquisitions and dispositions: Receivables 5 ( 16 ) ( 16 ) Inventories 71 ( 342 ) ( 235 ) Prepaid income taxes/income taxes payable ( 12 ) 33 ( 65 ) Accounts payable ( 5 ) 269 283 Other operating assets and liabilities 18 21 30 Net cash provided by operating activities 1,356 1,250 1,367 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment ( 358 ) ( 222 ) ( 293 ) Proceeds from disposals of property, plant and equipment 11 9 20 Acquisitions, net of cash acquired ( 2,225 ) ( 4 ) ( 124 ) Proceeds from disposals of businesses 110 399 7 Proceeds from settlement of foreign exchange contracts - acquisition related 49 — — Other investing activities, net ( 29 ) ( 10 ) ( 29 ) Net cash (used in) provided by investing activities ( 2,442 ) 172 ( 419 ) CASH FLOWS FROM FINANCING ACTIVITIES: Early-redemption premium — — ( 16 ) Debt issuance costs ( 33 ) — — Proceeds from issuance of U.S. Notes (2028/33), net of unamortized bond discount 1,394 — — Repayment of Euro Notes (2026) — — ( 883 ) Borrowings under revolving credit facilities 2,186 1,644 5,035 Repayments under revolving credit facilities ( 3,074 ) ( 1,675 ) ( 3,717 ) Borrowings under term loans 1,031 — — Repayments under term loans — — ( 324 ) Repayments of other debt, net ( 32 ) ( 17 ) ( 26 ) Settlement of derivative instruments ( 13 ) — ( 89 ) Dividends paid to LKQ stockholders ( 302 ) ( 284 ) ( 73 ) Purchase of treasury stock ( 38 ) ( 1,040 ) ( 877 ) Other financing activities, net ( 17 ) ( 22 ) ( 15 ) Net cash provided by (used in) financing activities 1,102 ( 1,394 ) ( 985 ) Effect of exchange rate changes on cash and cash equivalents 5 ( 24 ) ( 1 ) Net increase (decrease) in cash and cash equivalents 21 4 ( 38 ) Cash and cash equivalents, beginning of period 278 274 312 Cash and cash equivalents, end of period $ 299 $ 278 $ 274 Supplemental disclosure of cash paid for: Income taxes, net of refunds $ 305 $ 346 $ 423 Interest 197 71 76 The accompanying notes are an integral part of the Consolidated Financial Statements. 64 LKQ CORPORATION AND SUBSIDIARIES Consolidated Statements of Stockholders' Equity (In millions, except per share data) LKQ Stockholders Common Stock Treasury Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interest Total Stockholders' Equity Shares Amount Shares Amount Balance as of December 31, 2020 320.9 $ 3 ( 17.3 ) $ ( 469 ) $ 1,444 $ 4,776 $ ( 99 ) $ 16 $ 5,671 Net income — — — — — 1,091 — 1 1,092 Other comprehensive loss — — — — — — ( 54 ) — ( 54 ) Purchase of treasury stock — — ( 17.3 ) ( 877 ) — — — — ( 877 ) Vesting of restricted stock units, net of shares withheld for employee tax 0.7 — — — ( 4 ) — — — ( 4 ) Stock-based compensation expense — — — — 34 — — — 34 Dividends declared to LKQ stockholders ($0.25 per share) — — — — — ( 73 ) — — ( 73 ) Capital contributions from, net of dividends declared to, noncontrolling interest shareholder — — — — — — — ( 2 ) ( 2 ) Balance as of December 31, 2021 321.6 $ 3 ( 34.6 ) $ ( 1,346 ) $ 1,474 $ 5,794 $ ( 153 ) $ 15 $ 5,787 Net income — — — — — 1,149 — 1 1,150 Other comprehensive loss — — — — — — ( 170 ) — ( 170 ) Purchase of treasury stock — — ( 20.5 ) ( 1,043 ) — — — — ( 1,043 ) Vesting of restricted stock units, net of shares withheld for employee tax 0.8 — — — ( 6 ) — — — ( 6 ) Stock-based compensation expense — — — — 38 — — — 38 Dividends declared to LKQ stockholders ($1.025 per share) — — — — — ( 287 ) — — ( 287 ) Capital contributions from, net of dividends declared to, noncontrolling interest shareholder — — — — — — — ( 1 ) ( 1 ) Foreign currency translation adjustment on noncontrolling interest — — — — — — — ( 1 ) ( 1 ) Balance as of December 31, 2022 322.4 $ 3 ( 55.1 ) $ ( 2,389 ) $ 1,506 $ 6,656 $ ( 323 ) $ 14 $ 5,467 Net income — — — — — 936 — 2 938 Other comprehensive income — — — — — — 83 — 83 Purchase of treasury stock — — ( 0.8 ) ( 35 ) — — — — ( 35 ) Vesting of restricted stock units, net of shares withheld for employee tax 0.7 — — — ( 8 ) — — — ( 8 ) Stock-based compensation expense — — — — 40 — — — 40 Dividends declared to LKQ stockholders ($1.125 per share) — — — — — ( 302 ) — — ( 302 ) Capital contributions from, net of dividends declared to, noncontrolling interest shareholder — — — — — — — ( 2 ) ( 2 ) Balance as of December 31, 2023 323.1 $ 3 ( 55.9 ) $ ( 2,424 ) $ 1,538 $ 7,290 $ ( 240 ) $ 14 $ 6,181 The accompanying notes are an integral part of the Consolidated Financial Statements. 65 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Business Description of Business LKQ Corporation, a Delaware corporation, is a holding company and all operations are conducted by subsidiaries. When the terms "LKQ," "the Company," "we," "us," or "our" are used in this document, those terms refer to LKQ Corporation and its consolidated subsidiaries. We are a global distributor of vehicle products, including replacement parts, components, and systems used in the repair and maintenance of vehicles, and specialty aftermarket products and accessories designed to improve the performance, functionality and appearance of vehicles. We operate in the United States, Canada, Germany, the U.K., the Benelux region (Belgium, Netherlands, and Luxembourg), Italy, Czech Republic, Austria, Slovakia, Poland, and various other European countries. We are organized into four operating segments: Wholesale - North America; Europe; Specialty; and Self Service, each of which is presented as a reportable segment. Note 2. Summary of Significant Accounting Policies Basis of Presentation The Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and the rules and regulations of the U.S. Securities and Exchange Commission. Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of LKQ Corporation and its subsidiaries. All intercompany transactions and accounts have been eliminated. Use of Estimates The preparation of the Consolidated Financial Statements in accordance with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reported periods. We base our estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results and outcomes could differ from those estimates. Foreign Currency Translation Our reporting currency is the U.S. dollar. For most of our international operations, the local currency is the functional currency. Assets and liabilities are translated into U.S. dollars at the period-ending exchange rate. Statements of Income amounts are translated to U.S. dollars using monthly average exchange rates during the period. Translation gains and losses are reported as a component of Accumulated other comprehensive income (loss) in stockholders' equity. Revenue Recognition We recognize revenue when a sales arrangement with a customer exists (e.g., contract, purchase orders, others), the transaction price is fixed or determinable and we have satisfied its performance obligations per the sales arrangement. The majority of our revenue originates from contracts with a single performance obligation to deliver parts, whereby the performance obligation is satisfied when control of the parts is transferred to the customer per the arranged shipping terms. Some of our contracts contain a combination of delivering parts and performing services, which are distinct and accounted for as separate performance obligations. Revenue for the service component is recognized as the services are rendered. Our revenue is measured at the determinable transaction price, net of any variable considerations granted to customers. Variable considerations include the right to return parts, discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, or other similar items. These variable considerations are estimated throughout the year based on various factors, including contract terms, historical experience and performance levels. 66 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Sales tax and other tax amounts collected from customers for remittance to governmental authorities are excluded from revenue in the Consolidated Statements of Income and are shown as a current liability on the Consolidated Balance Sheets until remitted. Any incremental costs to obtain a contract (commissions earned by our sales representatives on product sales) are expensed when incurred, as the amortization period of the asset would be one year or less due to the short-term nature of our contracts. Cost of Goods Sold Cost of goods sold includes: the price we pay for inventory, net of vendor discounts, rebates or other incentives; inbound freight and other transportation costs to bring inventory into our facilities; and overhead costs related to purchasing, warehousing and transporting our products from our distribution warehouses to our selling locations. For our salvage, remanufactured, refurbished and manufactured products, cost of goods sold also includes direct and indirect labor, equipment costs, depreciation, and other overhead to transform inventory into finished products suitable for sale. Cost of goods sold also includes expenses for service-type warranties and for assurance-type warranty programs. Selling, General and Administrative Expenses Selling, general and administrative ("SG&A") expenses include: personnel costs for employees in SG&A functions; costs to operate branch locations, corporate offices and back office support centers; costs to transport products from facilities to our customers; and other expenses, such as professional fees, supplies, and advertising expenses. The costs included in SG&A expenses do not relate to inventory processing or conversion activities, and, as such, are classified below Gross margin in the Consolidated Statements of Income. Stock-Based Compensation For the restricted stock units ("RSUs") that contain both a performance-based vesting condition and a time-based vesting condition, we recognize compensation expense using the accelerated attribution method, pursuant to which expense is recognized straight-line over the requisite service period for each separate vesting tranche of the award. For all other awards, which are subject to only a time-based vesting condition, we recognize compensation expense on a straight-line basis over the requisite service period of the entire award. For performance-based RSUs ("PSUs"), the expense is calculated using the projected award value, which is based on an estimate of the achievement of the performance objectives, and is recognized on a straight-line basis over the performance period. The impacts of forfeitures on RSUs and PSUs expense are recorded as they occur. Income Taxes Current income taxes are provided on income reported for financial reporting purposes, adjusted for transactions that do not enter into the computation of income taxes payable in the same year. Deferred income taxes are provided for temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before we are able to realize their benefit or that future deductibility is uncertain. Provision is made for taxes on undistributed earnings of foreign subsidiaries and related companies to the extent that such earnings are not deemed to be permanently invested. We recognize the benefits of uncertain tax positions taken or expected to be taken in tax returns in the provision for income taxes only for those positions that are more likely than not to be realized. We follow a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. Our policy is to include any interest and penalties associated with income tax obligations in income tax expense. 67 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Cash and Cash Equivalents Cash and cash equivalents include cash on hand, operating accounts, and deposits readily convertible to known amounts of cash. Allowance for Credit Losses Receivables are reported net of an allowance for credit losses. The allowance is measured on a pool basis when similar risk characteristics exist, and a loss-rate for each pool is determined using historical credit loss experience as the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current conditions (e.g., management's evaluation of the aging of customer receivable balances and the financial condition of our customers) as well as changes in forecasted macroeconomic conditions, such as changes in the unemployment rate, gross domestic product growth rate or credit default rates. Concentrations of Credit Risks Financial instruments that potentially subject us to significant concentration of credit risk consist primarily of cash and cash equivalents and receivables. We control our exposure to credit risk associated with these instruments by (i) placing cash and cash equivalents with several major financial institutions; (ii) holding high-quality financial instruments; and (iii) maintaining strict policies over credit extension that include credit evaluations, credit limits and monitoring procedures. In addition, our overall credit risk with respect to accounts receivable is limited to some extent because our customer base is composed of a large number of geographically diverse customers. Inventories Our inventory is stated at the lower of cost or net realizable value. Net realizable value can be influenced by current anticipated demand. If actual demand is lower than our estimates, additional reductions to inventory carrying value would be necessary in the period such determination is made. The cost of our inventory is determined differently based on the category of inventory; (i) aftermarket and refurbished products, (ii) salvage and remanufactured products, and (iii) manufactured products. An aftermarket product is a new vehicle product manufactured by a company other than the original equipment manufacturer. For aftermarket products, cost is established based on the average price paid for parts. Inventory cost for aftermarket products includes expenses incurred for freight in and overhead costs; for items purchased from foreign companies, import fees and duties and transportation insurance are also included. Refurbished products are parts that require cosmetic repairs, such as wheels, bumper covers and lights; we will apply new parts, products or materials to these parts to produce the finished product. Refurbished inventory cost is based upon the average price we pay for cores, which are recycled automotive parts that are not suitable for sale as a replacement part without further processing. The cost of refurbished inventory also includes expenses incurred for freight in, labor and other overhead costs. A salvage product is a recycled vehicle part suitable for sale as a replacement part. Salvage product cost is established based upon the price we pay for a vehicle, including auction, storage and towing fees, as well as expenditures for buying and dismantling the vehicle. Inventory carrying value is determined using the average cost to sales percentage at each of our facilities and applying that percentage to the facility's inventory at expected selling prices, the assessment of which incorporates the sales probability based on a part's number of days in stock and historical demand. The average cost to sales percentage is derived from each facility's historical profitability for salvage vehicles. Remanufactured products are used parts that have been inspected, rebuilt, or reconditioned to restore functionality and performance, such as remanufactured engines and transmissions. Remanufactured inventory cost is based upon the price paid for cores and expenses incurred for freight in, direct manufacturing costs and other overhead costs. A manufactured product is a new vehicle product. Manufactured product inventory can be a raw material, work-in-process or finished good. Manufactured product cost is established using the first-in first-out method. 68 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Property, Plant and Equipment Property, plant and equipment are recorded at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives or, in the case of leasehold improvements, the term of the related lease and reasonably assured renewal periods, if shorter. Depreciation expense associated with refurbishing, remanufacturing, manufacturing and furnace operations as well as distribution centers are recorded in Cost of goods sold in the Consolidated Statements of Income. Depreciation expense resulting from restructuring programs is recorded in Restructuring and transaction related expenses in the Consolidated Statements of Income. All other depreciation expense is reported in Depreciation and amortization in the Consolidated Statements of Income. Expenditures for major additions and improvements that extend the useful life of the related asset are capitalized. Expenditures for maintenance and repairs are recorded as incurred to SG&A expenses in the Consolidated Statements of Income. As property, plant and equipment are sold or retired, the applicable cost and accumulated depreciation are removed from the accounts and any resulting gain or loss thereon is recognized. Construction in progress consists primarily of building and land improvements at our existing facilities. Intangible Assets Intangible assets consist primarily of goodwill (the cost of purchased businesses in excess of the fair value of the identifiable net assets acquired) and other specifically identifiable intangible assets, such as trade names, trademarks, customer and supplier relationships, software and other technology related assets, and covenants not to compete. Goodwill and indefinite-lived intangible assets are tested for impairment at least annually. We performed annual impairment tests during the fourth quarters of 2023, 2022 and 2021. Goodwill and indefinite-lived intangible assets impairment testing may also be performed on an interim basis when events or circumstances arise that may lead to impairment. The fair value estimates of our goodwill reporting units were established using weightings of the results of a discounted cash flow methodology and a comparative market multiples approach. Based on the annual goodwill and indefinite-lived intangible assets impairment test performed in the fourth quarter of 2023, we determined no impairment existed. The goodwill reporting units had a fair value estimate which exceeded the carrying value by at least 20 %. Leases We determine if an arrangement is a lease at contract inception with lease right-of-use ("ROU") assets and lease liabilities being recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. In determining the present value of future lease payments, we use the incremental borrowing rate based on the information available at commencement date when the implicit rate is not readily determinable. We determine the incremental borrowing rate by analyzing yield curves with consideration of lease term, country and Company specific factors. In assessing the ROU asset, we include any lease prepayments and exclude lease incentives. We account for the lease and non-lease components of a contract as a single lease component and for leases with an initial term of 12 months or less, we have elected to not record an ROU asset and lease liability. In assessing the lease term, we include options to renew only when it is reasonably certain that the option will be exercised. For certain lease agreements, rental payments are adjusted periodically for inflation. Typically, these adjustments are considered variable lease costs. Other variable lease costs consist of certain non-lease components that are disclosed as lease costs due to our election of the practical expedient to combine lease and non-lease components and include items such as variable payments for utilities, property taxes, common area maintenance, sales taxes, and insurance. Net Assets Held for Sale We record the net assets of held for sale businesses at the lower of fair value less cost to sell or carrying value. Fair values are based on projected discounted cash flows and/or estimated selling prices. Management's assumptions for the discounted cash flow analyses of the businesses are based on projected revenues and profits, tax rates, capital expenditures, working capital requirements and discount rates. For businesses for which we utilized estimated selling prices to calculate the fair value, the inputs to the estimates included projected market multiples and any reasonable offers. Due to uncertainties in the estimation process, it is possible that actual results could differ from the estimates used in management's analysis. The inputs utilized in the fair value estimates are classified as Level 3 within the fair value hierarchy. The fair values of the net assets were measured on a 69 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS non-recurring basis as of December 31, 2023. As of December 31, 2023 and 2022, assets and liabilities held for sale were insignificant. For the year ended December 31, 2023, we recorded an insignificant amount of impairment on our net assets held for sale. Impairment of Long-Lived Assets Long-lived assets are reviewed for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. There were no material impairments to the carrying value of long-lived assets during the years ended December 31, 2023, 2022 or 2021. Equity Method Investments We account for our investments in unconsolidated subsidiaries using the equity method of accounting, as our investments give us the ability to exercise significant influence, but not control, over the investee. Under the equity method of accounting, the initial investment is recorded at cost and the investment is subsequently adjusted for its proportionate share of earnings or losses and dividends, including consideration of basis differences resulting from the difference between the initial carrying amount of the investment and the underlying equity in net assets, as applicable. Warranty Reserve Assurance-type warranties are not considered a separate performance obligation, and thus no transaction price is allocated to them. Our warranty reserve is calculated using historical claim information to project future warranty claims activity and is recorded within Other accrued expenses and Other noncurrent liabilities on our Consolidated Balance Sheets based on the expected timing of the related payments. We record warranty costs in Cost of goods sold in our Consolidated Statements of Income. Self-Insurance Reserves We self-insure a portion of our employee medical benefits under the terms of our employee health insurance program. We purchase certain stop-loss insurance to limit our liability exposure. We also self-insure a portion of our property and casualty risk, which includes automobile liability, general liability, directors and officers liability, workers' compensation, and property coverage, under deductible insurance programs. The insurance premium costs are expensed over the contract periods. A reserve for liabilities associated with these losses is established for claims filed and claims incurred but not yet reported based upon our estimate of the ultimate cost, which is calculated using an analysis of historical data. We monitor new claim and claim developments as well as trends related to the claims incurred but not reported in order to assess the adequacy of our insurance reserves. The current portion of total self-insurance reserves is recorded in Other accrued expenses on the Consolidated Balance Sheet with the noncurrent portion is recorded in Other noncurrent liabilities on the Consolidated Balance Sheet, which reflects management's estimates of when claims will be paid. Litigation and Related Contingencies We have certain contingencies resulting from litigation, claims and other commitments and are subject to a variety of environmental and pollution control laws and regulations incident to the ordinary course of business. We currently expect that the resolution of such contingencies will not materially affect our financial position, results of operations or cash flows. Treasury Stock We record common stock purchased for treasury stock at cost. The excise tax on share repurchases initiated on and after January 1, 2023 is included in the cost basis of treasury stock. See Note 24, "Income Taxes" for additional information related to the excise tax. 70 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements During the first quarter of 2023, we adopted Accounting Standards Update No. 2022-04, "Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations" ("ASU 2022-04"), which requires the buyer in a supplier finance program to disclose certain information about its program, including key terms, balance sheet presentation of amounts, outstanding amounts at the end of each period, and rollforwards of balances. We adopted the provisions of ASU 2022-04 on a retrospective basis (see Note 18, "Supply Chain Financing"), except for the disclosure of rollforward information, which will be adopted prospectively in 2024 as required. The adoption of ASU 2022-04 did not have a material impact on our Consolidated Financial Statements. Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"). The ASU expands public entities' segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our Consolidated Financial Statements. In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"). The ASU requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The ASU will be effective for fiscal years beginning after December 15, 2024, and requires prospective application with the option to apply it retrospectively. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our Consolidated Financial Statements. Note 3. Business Combinations On August 1, 2023, we acquired all of Uni-Select's issued and outstanding shares for Canadian dollar ("CAD") 48.00 per share in cash, representing a total enterprise value of approximately CAD 2.8 billion ($ 2.1 billion) (the "Uni-Select Acquisition"), by way of a plan of arrangement (the "Arrangement") entered into on February 26, 2023, under the provisions of the Business Corporations Act (Québec). Uni-Select was a leading distributor of automotive refinish and industrial coatings and related products in North America through its FinishMaster segment, in the automotive aftermarket parts business in Canada through its Canadian Automotive Group segment and in the United Kingdom ("U.K.") through its GSF Car Parts segment. During the second quarter of 2023, we received the required approvals from Uni-Select's shareholders, the Superior Court of Québec and regulators in the United States and Canada with respect to the Arrangement. On July 26, 2023, the U.K.'s Competition and Markets Authority cleared the acquisition, except with respect to the wholesale automotive parts business, GSF Car Parts in the U.K., which was divested in October 2023. See Note 4, "Discontinued Operations and Divestitures" for information related to the divestment of GSF Car Parts. In order to reduce the risk related to changes in CAD foreign exchange rates for the CAD purchase price between signing the Arrangement and closing of the Uni-Select Acquisition, we entered into foreign exchange contracts. These foreign exchange contracts did not qualify for hedge accounting, and therefore the changes in fair value are reported in Gains on foreign exchange contracts - acquisition related in the Consolidated Statements of Income. We reported Gains on foreign exchange contracts - acquisition related of $ 49 million for the year ended December 31, 2023. These foreign exchange contracts were settled in July 2023 ahead of closing of the Uni-Select Acquisition, resulting in total payments received of $ 49 million. See Note 20, "Derivative Instruments and Hedging Activities" for information related to these foreign exchange contracts. In connection with the Uni-Select Acquisition, we entered into a senior unsecured bridge loan facility to obtain committed financing for a portion of the purchase price. The bridge loan facility was terminated in the second quarter of 2023 after arranging the permanent financing as discussed below. We incurred $ 9 million in upfront fees related to the bridge loan facility and fully amortized these upfront fees (reported in Interest expense in the Consolidated Statements of Income) during the year ended December 31, 2023. 71 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the permanent financing, on March 27, 2023, we entered into a new term loan credit agreement ("CAD Note") which established an unsecured term loan facility of up to CAD 700 million maturing in July 2026. Proceeds from the CAD Note could only be used (i) to finance a portion of the aggregate cash consideration for the Uni-Select Acquisition, (ii) to refinance certain outstanding debt of Uni-Select and (iii) to pay fees, costs and expenses related to the Uni-Select Acquisition. The CAD Note included a non-usage fee that was incurred through the date the proceeds were drawn on the facility. In connection with the closing of the Uni-Select Acquisition, we borrowed approximately $ 531 million (CAD 700 million) under the CAD Note on July 31, 2023. There were no changes in borrowings against the CAD Note between the draw date and December 31, 2023. See Note 19, "Long-Term Obligations" for additional information related to the CAD Note. Additionally, on May 24, 2023, we completed an offering of $ 1,400 million aggregate principal amount of senior unsecured notes, consisting of $ 800 million senior notes due 2028 (the "U.S. Notes (2028)") and $ 600 million senior notes due 2033 (the "U.S. Notes (2033)" and together with the U.S. Notes (2028), the "U.S. Notes (2028/33)"). The net proceeds from the offering of the U.S. Notes (2028/33) were used, together with borrowings under our CAD Note, (i) to finance a portion of the consideration payable for the Uni-Select Acquisition, including repaying existing Uni-Select indebtedness, (ii) to pay associated fees and expenses, including fees and expenses incurred in connection with the offering, and (iii) for general corporate purposes. See Note 19, "Long-Term Obligations" for additional information related to the offering of the Notes. To hedge the movement of market interest rates for the senior notes prior to the issuance date, we entered into forward-starting interest rate swaps to lock interest rates for the five and ten year senior notes. These forward-starting interest rate swaps were settled in the second quarter following the issuance of the U.S. Notes (2028/33). See Note 20, "Derivative Instruments and Hedging Activities" for information related to these interest rate instruments. We funded the remainder of the purchase price with borrowings under our revolving credit facility and cash on hand of approximately $ 150 million and $ 50 million, respectively. In addition to our acquisition of Uni-Select, we completed acquisitions of three businesses within our Wholesale - North America segment, four businesses within our Europe segment and one business in our Specialty segment, during the year ended December 31, 2023. The acquisition of Uni-Select complements our existing North American paint distribution operations and provides a scaled position in the Canadian mechanical parts space, with opportunity for future consolidation and growth. The primary objectives of our other acquisitions made during the year ended December 31, 2023 were to create economic value for our stockholders by enhancing our position as a leading source for alternative collision and mechanical repair products and to expand into other product lines and businesses that may benefit from our operating strengths. When we identify potential acquisitions, we attempt to target companies with a leading market presence, experienced management team and workforce, high synergies and/or that add critical capabilities with opportunity for future consolidation and growth. For certain of our acquisitions, we have identified cost savings and synergies as a result of integrating the company with our existing business that provide additional value to the combined entity. In many cases, acquiring companies with these characteristics will result in purchase prices that include a significant amount of goodwill. Our acquisitions are accounted for under the purchase method of accounting and are included in our consolidated financial statements from the dates of acquisition. The purchase prices were allocated to the net assets acquired based upon estimated fair values at the dates of acquisition. The purchase price allocations for the acquisitions made during the year ended December 31, 2023 are preliminary as we are in the process of determining the following: 1) valuation amounts for certain receivables, inventories and fixed assets acquired; 2) valuation amounts for certain intangible assets acquired; 3) the acquisition date fair value of certain liabilities assumed; and 4) the tax basis of the entities acquired. We have recorded preliminary estimates for certain of the items noted above and will record adjustments, if any, to the preliminary amounts upon finalization of the valuations. From the date of our preliminary allocation for Uni-Select in the third quarter of 2023 through December 31, 2023, we recorded adjustments based on our valuation procedures, primarily related to intangibles and deferred income taxes that resulted in the allocation of $ 81 million of goodwill to acquired net assets. The income statement effect of these measurement period adjustments for our Uni-Select acquisition that would have been recorded in previous reporting periods if the adjustments had been recognized as of the acquisition dates was immaterial. 72 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The purchase price allocations for the acquisitions completed during the year ended December 31, 2023 are as follows (in millions): Year Ended December 31, 2023 Uni-Select (7) Other Acquisitions (8) Total Receivables $ 123 $ 33 $ 156 Inventories (1) 327 67 394 Prepaid expenses and other current assets 30 6 36 Assets of discontinued operations (2) 299 — 299 Property, plant and equipment 102 11 113 Operating lease assets 80 11 91 Goodwill (3) 1,149 72 1,221 Other intangibles (4) 693 38 731 Other noncurrent assets 25 — 25 Current liabilities assumed (5) ( 338 ) ( 47 ) ( 385 ) Liabilities of discontinued operations (2) ( 183 ) — ( 183 ) Long-term operating lease liabilities, excluding current portion ( 55 ) ( 9 ) ( 64 ) Debt assumed ( 1 ) ( 12 ) ( 13 ) Other noncurrent liabilities assumed (6) ( 167 ) ( 4 ) ( 171 ) Other purchase price obligations ( 3 ) ( 22 ) ( 25 ) Cash used in acquisitions, net of cash acquired $ 2,081 $ 144 $ 2,225 (1) Primarily comprised of aftermarket and refurbished products. (2) In connection with our acquisition of Uni-Select, we acquired one business (GSF Car Parts) which was required to be sold. Therefore, such business was classified as held for sale and was included within the "Assets of discontinued operations" and "Liabilities of discontinued operations" line items in the above preliminary allocation of purchase price. See Note 4, "Discontinued Operations and Divestitures" for information related to the GSF Car Parts business. (3) We expect $ 116 million and $ 15 million of goodwill to be deductible for income tax purposes related to Uni-Select and our other acquisitions, respectively. (4) The amount recorded for our acquisition of Uni-Select primarily includes $ 17 million of trade names (3 to 5 year useful lives) and $ 669 million of customer and supplier relationships (10 to 17 year useful lives). (5) The amount recorded for our acquisition of Uni-Select includes $ 64 million of Accounts Payable outstanding under a supply chain financing arrangement. See Note 18, "Supply Chain Financing" for information related to our supply chain financing programs. (6) The amount recorded for our acquisition of Uni-Select includes $ 154 million of net deferred income tax liability, the significant components of which are as follows: deferred tax liabilities related to customer relationships of $ 174 million net with deferred tax assets related to Canadian net operating loss carryforwards of $ 23 million. (7) In the period between the acquisition date and December 31, 2023, Uni-Select, which is reported in our Wholesale - North America segment, generated revenue of $ 546 million and an operating loss of $ 17 million, including $ 25 million of restructuring and transaction related expenses and $ 34 million of amortization of acquired intangibles. (8) In the period between the acquisition dates and December 31, 2023, these acquisitions generated revenue of $ 156 million, including $ 69 million within our Specialty segment, $ 67 million within our Europe segment, and the remaining amount within our Wholesale - North America segment, and operating income of $ 11 million, primarily within our Europe segment. The fair value of our intangible assets is based on a number of inputs, including projections of future cash flows, assumed royalty rates and customer attrition rates, all of which are Level 3 inputs. The fair value of our property, plant and equipment is determined using inputs such as market comparables and current replacement or reproduction costs of the asset, adjusted for physical, functional and economic factors; these adjustments to arrive at fair value use unobservable inputs in which little or no market data exists, and therefore, these inputs are considered to be Level 3 inputs. See Note 21, "Fair Value Measurements" for further information regarding the tiers in the fair value hierarchy. 73 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Unaudited Pro Forma Financial Information The following unaudited pro forma financial information presents the effect of the businesses acquired during the year ended December 31, 2023 as though the businesses had been acquired as of January 1, 2022. The unaudited pro forma financial information is based upon accounting estimates and judgments that we believe are reasonable. The unaudited pro forma financial information includes the effect of purchase accounting adjustments, such as the adjustment of inventory acquired to fair value, adjustments to depreciation on acquired property, plant and equipment, adjustments to rent expense for above or below market leases, adjustments to amortization on acquired intangible assets, adjustments to interest expense, and the related tax effects. These pro forma results are not necessarily indicative of what would have occurred if the acquisitions had been in effect for the periods presented or of future results. The unaudited pro forma financial information is as follows (in millions): Year Ended December 31, 2023 2022 Revenue $ 14,826 $ 14,437 Income from continuing operations 871 1,096 The pro forma impact of our acquisitions also reflects the elimination of acquisition related expenses (net of tax) of $ 18 million and gains on foreign exchange contracts - acquisition related of $ 49 million for the year ended December 31, 2023. In addition, the unaudited pro forma financial information excludes the results of GSF Car Parts which was classified as discontinued operations upon the acquisition of Uni-Select. Refer to Note 14, "Restructuring and Transaction Related Expenses" for further information regarding our acquisition related expenses, Note 20, "Derivative Instruments and Hedging Activities" for further information on our foreign exchange contracts and Note 4, "Discontinued Operations and Divestitures" for further information related to the divestment of GSF Car Parts. Note 4. Discontinued Operations and Divestitures GSF C ar Parts As part of the Uni-Select transaction, we were required to divest its U.K. subsidiary, GSF Car Parts, to comply with the U.K.'s Competition and Markets Authority regulatory ruling. Since the GSF Car Parts business was held separate and never integrated into our business, we classified the business as discontinued operations upon acquisition. On October 25, 2023, we completed the divestment of GSF Car Parts to a third party for $ 110 million of proceeds, net of cash divested, resulting in an immaterial loss on sale. The proceeds were used for repayments on our revolving credit facilities. In order to manage our exposure to variability in the cash flows related to the sale of GSF Car Parts, we entered into a foreign exchange forward contract to fix the amount of USD we received upon completion of the sale. This foreign exchange contract was settled in October 2023. Glass Manufacturing Business For the year ended December 31, 2022, we recorded to discontinued operations a $ 5 million benefit primarily related to the reassessment of a previously recorded valuation allowance on a deferred tax asset related to our glass manufacturing business sold in 2017. For the year ended December 31, 2021, we recorded an insignificant gain related to the settlement of certain tax matters with the buyer. Other Divestitures (Not Classified in Discontinued Operations) In April 2022, we completed the sale of PGW, our aftermarket glass business within our Wholesale - North America segment, to a third party for $ 361 million resulting in recognition of a $ 155 million pretax gain ($ 127 million after tax). Additionally, in September 2022, we completed the sale of a business within our Self Service segment, to a third party, resulting in proceeds of $ 25 million and the recognition of a $ 4 million pretax gain ($ 3 million after tax). 74 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 5. Inventories We classify our inventory into the following categories: (i) aftermarket and refurbished products, (ii) salvage and remanufactured products, and (iii) manufactured products. Inventories consist of the following (in millions): December 31, 2023 2022 Aftermarket and refurbished products $ 2,556 $ 2,279 Salvage and remanufactured products 510 427 Manufactured products 55 46 Total inventories $ 3,121 $ 2,752 Aftermarket and refurbished products and salvage and remanufactured products are primarily composed of finished goods. As of December 31, 2023, manufactured products inventory was composed of $ 26 million of raw materials, $ 7 million of work in process, and $ 22 million of finished goods. As of December 31, 2022, manufactured products inventory was composed of $ 26 million of raw materials, $ 5 million of work in process, and $ 15 million of finished goods. Note 6. Property, Plant and Equipment Property, plant and equipment consists of the following (in millions): December 31, Useful Life 2023 2022 Land and improvements 10 - 20 years (1) $ 260 $ 217 Buildings and improvements 20 - 40 years 473 409 Machinery and equipment 3 - 20 years 866 776 Computer equipment 3 - 10 years 140 124 Vehicles and trailers 3 - 10 years 144 141 Furniture and fixtures 5 - 7 years 76 61 Leasehold improvements 1 - 20 years 457 398 Finance lease assets 141 107 2,557 2,233 Less—Accumulated depreciation ( 1,173 ) ( 1,049 ) Construction in progress 132 52 Total property, plant and equipment, net $ 1,516 $ 1,236 (1) Only applies to land improvements as land is not depreciated. Total depreciation expense for the years ended December 31, 2023, 2022, and 2021 was $ 193 million, $ 169 million, and $ 180 million, respectively. Note 7. Self-Insurance Reserves To provide for the potential liabilities for certain risks, we use a combination of insurance and self-insurance mechanisms, including a consolidated, wholly-owned captive insurance subsidiary which provides insurance coverage for workers' compensation and automotive liability claim payments that are below our deductibles under our third-party policies. The activity related to our captive insurance subsidiary was not material for the years ended December 31, 2023 and 2022, respectively. 75 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Total self-insurance reserves were $ 136 million and $ 126 million, of which $ 73 million and $ 62 million were classified as current, as of December 31, 2023 and 2022, respectively. We had outstanding letters of credit of $ 110 million and $ 69 million, of which $ 74 million and $ 69 million were to guarantee self-insurance claims payments at December 31, 2023 and 2022, respectively. While we do not expect the amounts ultimately paid to differ significantly from the estimates, the insurance reserves and corresponding expenses could be affected if future claims experience differs significantly from historical trends and assumptions. Note 8. Allowance for Credit Losses Our allowance for expected credit losses was $ 61 million and $ 54 million as of December 31, 2023 and December 31, 2022, respectively. The provision for credit losses was an expense of $ 12 million and $ 9 million, and a benefit of $ 5 million for the years ended December 31, 2023, 2022, and 2021, respectively. A rollforward of our allowance for credit losses is as follows (in millions): 2023 2022 Balance as of January 1, $ 54 $ 53 Provision for credit losses 12 9 Write-offs ( 7 ) ( 2 ) Impact of foreign currency 2 ( 6 ) Balance as of December 31, $ 61 $ 54 Note 9. Noncontrolling Interest Prior to December 2023, we have presented redeemable shares issued to a minority shareholder in conjunction with a previous acquisition as redeemable noncontrolling interest outside of permanent equity on our Consolidated Balance Sheets. In December 2023, the minority shareholder exercised the put option on these shares at the fixed price of $ 24 million (€ 21 million) payable in January 2024. As a result of this exercise, the redeemable noncontrolling interest has been reclassified to Other current liabilities on the Consolidated Balance Sheets at December 31, 2023. Note 10. Intangible Assets The changes in the carrying amount of goodwill by reportable segment is as follows (in millions): Wholesale - North America Europe Specialty Self Service Total Balance as of January 1, 2022, gross $ 1,496 $ 2,339 $ 456 $ 282 $ 4,573 Accumulated impairment losses as of January 1, 2022 ( 33 ) — — — ( 33 ) Balance as of January 1, 2022 1,463 2,339 456 282 4,540 Business acquisitions and adjustments to previously recorded goodwill — 7 — — 7 Disposal of businesses ( 58 ) — — ( 7 ) ( 65 ) Exchange rate effects ( 8 ) ( 155 ) — — ( 163 ) Balance as of December 31, 2022 $ 1,397 $ 2,191 $ 456 $ 275 $ 4,319 Business acquisitions 1,171 35 15 — 1,221 Exchange rate effects ( 12 ) 72 — — 60 Balance as of December 31, 2023 $ 2,556 $ 2,298 $ 471 $ 275 $ 5,600 76 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The components of other intangibles, net are as follows (in millions): December 31, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trade names and trademarks $ 536 $ ( 226 ) $ 310 $ 489 $ ( 194 ) $ 295 Customer and supplier relationships 1,176 ( 412 ) 764 479 ( 340 ) 139 Software and other technology related assets 404 ( 246 ) 158 361 ( 223 ) 138 Covenants not to compete 2 ( 2 ) — 6 ( 6 ) — Total finite-lived intangible assets 2,118 ( 886 ) 1,232 1,335 ( 763 ) 572 Indefinite-lived trademarks 81 — 81 81 — 81 Total other intangible assets $ 2,199 $ ( 886 ) $ 1,313 $ 1,416 $ ( 763 ) $ 653 Estimated useful lives for the finite-lived intangible assets are as follows: Method of Amortization Useful Life Trade names and trademarks Straight-line 3-30 years Customer and supplier relationships Accelerated 3-20 years Software and other technology related assets Straight-line 3-15 years Covenants not to compete Straight-line 2-5 years Amortization expense for intangibles was $ 126 million, $ 95 million, and $ 104 million during the years ended December 31, 2023, 2022, and 2021, respectively. Estimated amortization expense for each of the five years in the period ending December 31, 2028 is $ 178 million, $ 167 million, $ 150 million, $ 131 million and $ 107 million, respectively. Note 11. Equity Method Investments The carrying value of our Equity method investments were as follows (in millions): Segment Ownership as of December 31, 2023 December 31, 2023 December 31, 2022 MEKO AB (1) Europe 26.6 % $ 145 $ 129 Other 14 12 Total $ 159 $ 141 (1) As of December 31, 2023, the Level 1 fair value of our investment in MEKO AB ("Mekonomen") was $ 151 million based on the quoted market price for Mekonomen's common stock using the same foreign exchange rate as the carrying value. Our share of the book value of Mekonomen's net assets exceeded the book value of our investment by $ 9 million; this difference is primarily related to Mekonomen's Accumulated Other Comprehensive Income balance as of our acquisition date in 2016. We record our equity in the net earnings of Mekonomen on a one quarter lag. During the year ended December 31, 2023, we received $ 5 million in dividend payments from Mekonomen. Note 12. Warranty Reserve Some of our salvage mechanical products are sold with a standard six month warranty against defects. Additionally, some of our remanufactured engines are sold with a standard three or four year warranty against defects. We also provide a limited lifetime warranty for certain of our aftermarket products. 77 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The changes in the warranty reserve are as follows (in millions): 2023 2022 Balance as of January 1, $ 32 $ 30 Warranty expense 86 77 Warranty claims ( 83 ) ( 75 ) Balance as of December 31, $ 35 $ 32 Note 13. Revenue Recognition Disaggregated Revenue We report revenue in two categories: (i) parts and services and (ii) other. Parts revenue is generated from the sale of vehicle products including replacement parts, components and systems used in the repair and maintenance of vehicles and specialty products and accessories to improve the performance, functionality and appearance of vehicles. Services revenue includes (i) additional services that are generally billed concurrently with the related product sales, such as the sale of service-type warranties, (ii) fees for admission to our self service yards, and (iii) diagnostic and repair services. For Wholesale - North America and Self Service, vehicle replacement products include sheet metal collision parts such as doors, hoods, and fenders; bumper covers; head and tail lamps; mirrors; grilles; wheels; and large mechanical items such as engines and transmissions. For Europe, and to a lesser extent for Wholesale - North America, vehicle replacement products include a wide variety of small mechanical products such as brake pads, discs and sensors; clutches; electrical products such as spark plugs and batteries; steering and suspension products; filters; and oil and automotive fluids. Additionally, in both our Wholesale - North America and Europe segments, we sell paint and paint related consumables for refinishing vehicles. For our Specialty operations, we serve seven product segments: truck and off-road; speed and performance; recreational vehicles; towing; wheels, tires and performance handling; marine; and miscellaneous accessories. Other revenue includes sales of scrap and precious metals (platinum, palladium, and rhodium), bulk sales to mechanical manufacturers (including cores) and sales of aluminum ingots and sows from furnace operations. We derive scrap metal and other precious metals from several sources in both our Wholesale - North America and Self Service segments, including vehicles that have been used in our recycling operations and vehicles from OEMs and other entities that contract with us for secure disposal of "crush only" vehicles. Revenue from the sale of hulks in our Wholesale - North America and Self Service segments is recognized based on a price per ton of delivered material when the customer (processor) collects the scrap. The following table sets forth our revenue disaggregated by category and reportable segment (in millions): Year Ended December 31, 2023 2022 2021 Wholesale - North America $ 4,974 $ 4,207 $ 4,037 Europe 6,303 5,711 6,033 Specialty 1,665 1,788 1,864 Self Service 232 227 207 Parts and services 13,174 11,933 12,141 Wholesale - North America 307 349 339 Europe 20 24 29 Self Service 365 488 580 Other 692 861 948 Total revenue $ 13,866 $ 12,794 $ 13,089 78 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Variable Consideration Amounts related to variable consideration on our Consolidated Balance Sheets are as follows (in millions): December 31, Classification 2023 2022 Return asset Prepaid expenses and other current assets $ 68 $ 58 Refund liability Refund liability 132 109 Variable consideration reserve Receivables, net of allowance for credit losses 155 136 Revenue by Geographic Area Our net sales are attributed to geographic area based on the location of the selling operation. The following table sets forth our revenue by geographic area (in millions): Year Ended December 31, 2023 2022 2021 Revenue United States $ 6,826 $ 6,632 $ 6,626 Germany 1,672 1,523 1,622 United Kingdom 1,679 1,550 1,648 Other countries 3,689 3,089 3,193 Total revenue $ 13,866 $ 12,794 $ 13,089 Note 14. Restructuring and Transaction Related Expenses From time to time, we initiate restructuring plans to integrate acquired businesses, to align our workforce with strategic business activities, or to improve efficiencies in our operations. Below is a summary of our current restructuring plans: 2022 Global Restructuring Plan In the fourth quarter of 2022, we began a restructuring initiative covering all of our reportable segments designed to reduce costs, streamline operations, consolidate facilities and implement other strategic changes to the overall organization. We have incurred and expect to incur costs primarily for employee severance, inventory or other asset write-downs, and exiting facilities. This plan is scheduled to be substantially complete by the end of 2024 with an estimated total incurred cost of between $ 25 million and $ 35 million. 2019/2020 Global Restructuring Plan In 2019, we commenced a cost reduction initiative, covering all of our reportable segments, designed to eliminate underperforming assets and cost inefficiencies. This plan was expanded in 2020 as we identified additional opportunities to eliminate inefficiencies, including actions in response to impacts to the business from COVID-19. We have incurred costs for inventory write-downs; employee severance and other expenditures related to employee terminations; lease exit costs, such as lease termination fees, accelerated amortization of operating lease assets and impairment of operating lease assets; other costs related to facility exits, such as moving expenses to relocate inventory and equipment; and accelerated depreciation of fixed assets to be disposed of earlier than the end of the previously estimated useful lives. This plan was completed in 2023 with a total incurred cost of $ 107 million. 1 LKQ Europe Plan In 2019, we announced a multi-year plan called "1 LKQ Europe" which is intended to create structural centralization and standardization of key functions to facilitate the operation of the Europe segment as a single business. Under the 1 LKQ Europe plan, we are reorganizing our non-customer-facing teams and support systems through various projects including the implementation of a common Enterprise Resource Planning platform, rationalization of our product portfolio, and creation of a Europe headquarters office and central back office. We completed the organizational design and implementation projects in 79 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 2021, with the remaining projects scheduled to be completed by the end of 2027 with a total incurred cost of between $ 30 million and $ 40 million. Acquisition Integration Plans As we complete the acquisition of a business, we may incur costs related to integrating the acquired business into our current business structure and systems. These costs are typically incurred within a year from the acquisition date and vary in magnitude depending on the size and complexity of the related integration activities. We expect to incur additional expenses of between $ 10 million and $ 20 million primarily in 2024 to complete the integration plan related to the Uni-Select Acquisition in our Wholesale - North America segment. The following table sets forth the expenses incurred related to our restructuring plans (in millions): Year Ended December 31, Plan Expense Type 2023 2022 2021 2022 Global Plan Employee related costs $ 4 $ 6 $ — Facility exit costs 7 1 — Inventory related costs (1) 2 — — Other costs 2 3 — Total $ 15 $ 10 $ — 2019/2020 Global Plan Employee related costs $ — $ — $ 4 Facility exit costs 1 1 7 Total $ 1 $ 1 $ 11 1 LKQ Europe Plan Employee related costs $ 1 $ 1 $ 6 Inventory related costs (1) 2 — — Total $ 3 $ 1 $ 6 Acquisition Integration Plans Employee related costs $ 23 $ 2 $ — Facility exit costs 5 1 — Other costs 1 — — Total $ 29 $ 3 $ — Total restructuring expenses $ 48 $ 15 $ 17 (1) Recorded to Cost of goods sold in the Consolidated Statement of Income The following table sets forth the cumulative plan costs by segment related to our restructuring plans (in millions): Cumulative Program Costs Wholesale - North America Europe Specialty Self Service Total 2022 Global Plan $ 2 $ 17 $ 3 $ 3 $ 25 2019/2020 Global Plan 43 60 2 2 107 1 LKQ Europe Plan — 10 — — 10 The liabilities recorded related to our restructuring plans were not material as of December 31, 2023 and 2022. 80 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Transaction Related Expenses The following table sets forth the transaction related expenses incurred (in millions): Year Ended December 31, 2023 2022 2021 Professional fees (1) $ 21 $ 5 $ 3 Transaction related expenses $ 21 $ 5 $ 3 (1) Included external costs such as legal, accounting and advisory fees related to completed and potential transactions (including Uni-Select transaction costs in 2023). Note 15. Stock-Based Compensation In order to attract and retain employees, non-employee directors, consultants, and other persons associated with the Company, we grant equity-based awards under the LKQ Corporation 1998 Equity Incentive Plan (the “Equity Incentive Plan”). The total number of shares approved by stockholders for issuance under the Equity Incentive Plan is 70 million shares, subject to anti-dilution and other adjustment provisions. We have granted RSUs, stock options, and restricted stock under the Equity Incentive Plan. Of the shares approved by stockholders for issuance under the Equity Incentive Plan, 7.5 million shares remained available for issuance as of December 31, 2023. We expect to issue new or treasury shares of common stock to cover past and future equity grants. RSUs The RSUs we have issued vest over periods of up to five years , subject to a continued service condition. Currently outstanding RSUs (other than PSUs, which are described below) contain either a time-based vesting condition or a combination of a performance-based vesting condition and a time-based vesting condition, in which case both conditions must be met before any RSUs vest. For all of the RSUs containing a performance-based vesting condition, we must report positive diluted earnings per share, subject to certain adjustments, during any fiscal year period within five years following the grant date. Each RSU converts into one share of LKQ common stock on the applicable vesting date. The grant date fair value of RSUs is based on the market price of LKQ stock on the grant date. Starting with our 2019 grants, participants who are eligible for retirement (defined as a voluntary separation of service from the Company after the participant has attained at least 60 years of age and completed at least five years of service) will continue to vest in their awards following retirement; if retirement occurs during the first year of the vesting period (for RSUs subject to a time-based vesting condition) or the first year of the performance period (for RSUs with a performance-based vesting condition), the participant vests in a prorated amount of the RSU grant based on the portion of the year employed. For our RSU grants prior to 2019, participants forfeit their unvested shares upon retirement. Outstanding unvested RSUs earn dividend equivalents at the same rate as dividends on LKQ’s common stock. The dividend equivalents are subject to the same vesting requirements, restrictions and forfeiture provisions as the original award. The Compensation and Human Capital Committee of our Board approved the grant of 169,511 , 169,605 , and 208,603 RSUs to our executives that included both a performance-based vesting condition and a time-based vesting condition in 2023, 2022, and 2021 respectively. The performance-based vesting conditions for the 2023, 2022, and 2021 grants to our executive officers have been satisfied. The fair value of RSUs that vested during the years ended December 31, 2023, 2022, and 2021 was $ 38 million, $ 38 million, and $ 37 million, respectively; the fair value of RSUs vested is based on the market price of LKQ stock on the date vested. 81 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes activity related to our RSUs under the Equity Incentive Plan for the year ended December 31, 2023 (in millions, except years and per share amounts): Number Outstanding Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) Unvested as of January 1, 2023 1.3 $ 41.02 Granted (2) 0.6 $ 56.57 Vested ( 0.6 ) $ 43.04 Forfeited / Canceled ( 0.1 ) $ 44.68 Unvested as of December 31, 2023 1.2 $ 48.35 Expected to vest after December 31, 2023 1.0 $ 49.04 2.5 $ 47 (1) The aggregate intrinsic value of expected to vest RSUs represents the total pretax intrinsic value (the fair value of LKQ's stock on the last day of the period multiplied by the number of units) that would have been received by the holders had all the expected to vest RSUs vested. This amount changes based on the market price of LKQ’s common stock. (2) The weighted average grant date fair value of RSUs granted during the years ended December 31, 2022 and 2021 was $ 49.21 and $ 39.22 , respectively. PSUs We grant PSUs with a three-year performance period to certain employees, including executive officers, under our Equity Incentive Plan. As these awards are performance-based, the exact number of shares to be paid out may be up to twice the grant amount, depending on our performance and the achievement of certain performance metrics (adjusted earnings per share, average organic parts and services revenue growth, and average return on invested capital) over the applicable three year performance periods. Outstanding unvested PSUs earn dividend equivalents at the same rate as dividends on LKQ's common stock. The dividend equivalents are subject to the same vesting requirements, restrictions and forfeiture provisions as the original award. The fair value of PSUs that vested during the years ended December 31, 2023 and 2022 was $ 13 million and $ 9 million, respectively; the fair value of PSUs vested is based on the market price of LKQ stock on the date vested. The following table summarizes activity related to our PSUs under the Equity Incentive Plan for the year ended December 31, 2023 (in millions, except years and per share amounts): Number Outstanding Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) Unvested as of January 1, 2023 0.5 $ 37.87 Granted (2) 0.1 $ 56.83 Performance-based adjustment (3) 0.1 $ 39.09 Vested ( 0.3 ) $ 32.06 Unvested as of December 31, 2023 0.4 $ 45.91 Expected to vest after December 31, 2023 0.4 $ 45.27 0.7 $ 20 (1) The aggregate intrinsic value of expected to vest PSUs represents the total pretax intrinsic value (the fair value of LKQ's stock on the last day of each period multiplied by the number of units) that would have been received by the holders had all the expected to vest PSUs vested. This amount changes based on the market price of LKQ’s common stock and the achievement of the performance metrics relative to the established targets. (2) Represents the number of PSUs at target payout. The weighted average grant date fair value of PSUs granted during the years ended December 31, 2022 and 2021 was $ 48.95 and $ 38.31 , respectively. (3) Represents the net adjustment to the number of shares issuable upon vesting of performance-based PSUs based on the Company's actual financial performance metrics for the three year performance period ended December 31, 2023. 82 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Stock-Based Compensation Expense Stock-based compensation expense and the resulting tax benefits included in the Consolidated Statements of Income were as follows (in millions): Year Ended December 31, 2023 2022 2021 Stock-based compensation expense $ 40 $ 38 $ 34 Income tax benefit ( 9 ) ( 9 ) ( 8 ) Stock-based compensation expense, net of tax $ 31 $ 29 $ 26 We did not capitalize any stock-based compensation costs during the years ended December 31, 2023, 2022, and 2021. As of December 31, 2023, unrecognized compensation expense related to unvested RSUs and PSUs is expected to be recognized as follows (in millions): Unrecognized Compensation Expense 2024 $ 20 2025 12 2026 7 2027 4 Total unrecognized compensation expense $ 43 Stock-based compensation expense related to these awards will be different to the extent that forfeitures are realized and performance under the PSUs differs from current achievement estimates. Note 16. Earnings Per Share Basic earnings per share are computed using the weighted average number of common shares outstanding during the period. Diluted earnings per share incorporate the incremental shares issuable upon the assumed exercise of stock options and the assumed vesting of RSUs. Certain of our RSUs and stock options were excluded from the calculation of diluted earnings per share because they were antidilutive, but these equity instruments could be dilutive in the future. The following chart sets forth the computation of earnings per share (in millions, except per share amounts): Year Ended December 31, 2023 2022 2021 Income from continuing operations $ 944 $ 1,144 $ 1,091 Denominator for basic earnings per share—Weighted-average shares outstanding 267.6 277.1 296.8 Effect of dilutive securities: RSUs 0.5 0.6 0.7 PSUs 0.2 0.3 0.2 Denominator for diluted earnings per share—Adjusted weighted-average shares outstanding 268.3 278.0 297.7 Basic earnings per share from continuing operations $ 3.53 $ 4.13 $ 3.68 Diluted earnings per share from continuing operations (1) $ 3.52 $ 4.12 $ 3.67 (1) Diluted earnings per share from continuing operations was computed using the treasury stock method for dilutive securities. The number of antidilutive securities was insignificant for the years ended December 31, 2023, 2022, and 2021. 83 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 17. Accumulated Other Comprehensive Income (Loss) The components of Accumulated Other Comprehensive Income (Loss) are as follows (in millions): Foreign Currency Translation Unrealized Gain (Loss) on Cash Flow Hedges Unrealized Gain (Loss) on Pension Plans Other Comprehensive Income (Loss) from Unconsolidated Subsidiaries Accumulated Other Comprehensive Income (Loss) Balance as of January 1, 2021 $ ( 57 ) $ ( 1 ) $ ( 33 ) $ ( 8 ) $ ( 99 ) Pretax (loss) income ( 64 ) 3 11 — ( 50 ) Income tax effect — ( 1 ) ( 3 ) — ( 4 ) Reclassification of unrealized (gain) loss — ( 2 ) 2 — — Reclassification of deferred income taxes — 1 ( 1 ) — — Balance as of December 31, 2021 $ ( 121 ) $ — $ ( 24 ) $ ( 8 ) $ ( 153 ) Pretax (loss) income ( 216 ) — 49 — ( 167 ) Income tax effect — — ( 14 ) — ( 14 ) Disposal of business 4 — — — 4 Other comprehensive income from unconsolidated subsidiaries — — — 7 7 Balance as of December 31, 2022 $ ( 333 ) $ — $ 11 $ ( 1 ) $ ( 323 ) Pretax income (loss) 90 ( 12 ) ( 4 ) — 74 Income tax effect — 3 1 — 4 Reclassification of unrealized gain — ( 3 ) ( 2 ) — ( 5 ) Reclassification of deferred income taxes — 1 — — 1 Other comprehensive income from unconsolidated subsidiaries — — — 9 9 Balance as of December 31, 2023 $ ( 243 ) $ ( 11 ) $ 6 $ 8 $ ( 240 ) Net unrealized losses and gains related to our pension plans were reclassified to Interest income and other income, net in the Consolidated Statements of Income during each of the years ended December 31, 2023, 2022, and 2021. Our policy is to reclassify the income tax effect from Accumulated other comprehensive income (loss) to the Provision for income taxes when the related gains and losses are released to the Consolidated Statements of Income. Note 18. Supply Chain Financing We utilize voluntary supply chain finance programs to support our efforts in negotiating payment term extensions with suppliers as part of our effort to improve our operating cash flows. These programs provide participating suppliers the opportunity to sell their LKQ receivables to financial institutions at the sole discretion of both the suppliers and the financial institutions. We are not a party to the agreement between the suppliers and financial institutions. The financial institutions participate in the supply chain financing initiative on an uncommitted basis and can cease purchasing receivables from our suppliers at any time. Our obligation to our suppliers, including amount due and payment date, are not impacted by the supplier’s decision to sell amounts under these agreements. Our payment terms to the financial institutions, including the timing and amount of payments, are unchanged from the original supplier invoice. All outstanding payments owed under the supply chain finance programs with the participating financial institutions are recorded within Accounts payable on our Consolidated Balance Sheets. As of December 31, 2023 and 2022, we had $ 411 million, including $ 70 million under the Uni-Select program, and $ 248 million of Accounts payable outstanding under the arrangements, respectively. 84 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 19. Long-Term Obligations Long-term obligations consist of the following (in millions): December 31, 2023 December 31, 2022 Maturity Date Interest Rate Amount Interest Rate Amount Senior Unsecured Credit Agreement: Term loan payable January 2026 6.83 % $ 500 — % $ — Revolving credit facilities January 2028 6.25 % (1) 914 — % — Senior Secured Credit Agreement: Revolving credit facilities January 2024 — % — 4.24 % (1) 1,786 Senior Unsecured Term Loan Agreement: Term loan payable July 2026 6.82 % 529 — % — Unsecured Senior Notes: U.S. Notes (2028) June 2028 5.75 % 800 — % — U.S. Notes (2033) June 2033 6.25 % 600 — % — Euro Notes (2024) April 2024 3.88 % 552 3.88 % 535 Euro Notes (2028) April 2028 4.13 % 276 4.13 % 268 Notes payable Various through October 2030 3.85 % (1) 16 3.25 % (1) 16 Finance lease obligations 4.83 % (1) 83 3.69 % (1) 48 Other debt 2.16 % (1) 11 2.28 % (1) 9 Total debt 4,281 2,662 Less: long-term debt issuance costs and unamortized bond discount ( 30 ) ( 6 ) Total debt, net of debt issuance costs and unamortized bond discount 4,251 2,656 Less: current maturities, net of debt issuance costs ( 596 ) ( 34 ) Long term debt, net of debt issuance costs and unamortized bond discount $ 3,655 $ 2,622 (1) Interest rate derived via a weighted average The scheduled maturities of long-term obligations outstanding at December 31, 2023 are as follows (in millions): Amount 2024 (1) $ 596 2025 23 2026 1,040 2027 9 2028 2,002 Thereafter 611 Total debt (2) $ 4,281 (1) Long-term obligations maturing by December 31, 2024 include $ 16 million of short-term debt that may be extended beyond the current year ending December 31, 2024. (2) The total debt amounts presented above reflect the gross values to be repaid (excluding debt issuance costs and unamortized bond discount of $ 30 million as of December 31, 2023). 85 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Senior Unsecured Credit Agreement On January 5, 2023, we and certain other subsidiaries of ours entered into a new credit agreement (the "Senior Unsecured Credit Agreement") which establishes: (i) an unsecured revolving credit facility of up to a U.S. Dollar equivalent of $ 2.0 billion, which includes a $ 150 million sublimit for the issuance of letters of credit and a $ 150 million sublimit for swing line loans and (ii) an unsecured term loan facility of up to $ 500 million. Borrowings under the agreement bear interest at the Secured Overnight Financing Rate (i.e. "SOFR") plus the applicable spread or other risk-free interest rates that are applicable for the specified currency plus a spread. The maturity date of the term loan is January 5, 2026 and may be extended by one additional year. The term loan has no required amortization payments prior to its maturity date. The maturity date for the revolving credit facility is January 5, 2028, and may be extended by up to two additional years in one year increments. The Senior Unsecured Credit Agreement contains customary covenants for an unsecured credit facility for a company that has debt ratings that are investment grade, such as, requirements to comply with a total leverage ratio and interest coverage ratio, each calculated in accordance with the terms of the Senior Unsecured Credit Agreement, and limits on the Company’s and its subsidiaries’ ability to incur liens and indebtedness. Proceeds from the Senior Unsecured Credit Agreement were used to repay the outstanding principal amount under our prior Senior Secured Credit Agreement (the "Prior Credit Agreement"), to pay fees and expenses related to the Senior Unsecured Credit Agreement, and for other general corporate purposes. Senior Secured Credit Agreement In connection with entering into the Senior Unsecured Credit Agreement noted above, Wells Fargo Bank, National Association and the various lending parties terminated the Prior Credit Agreement and each amendment thereto resulting in an immaterial loss on extinguishment of debt. Senior Unsecured Term Loan Credit Agreement For the permanent financing related to the Uni-Select Acquisition, on March 27, 2023, we entered into the CAD Note which established an unsecured term loan facility of up to CAD 700 million maturing in July 2026. The CAD Note was funded on July 31, 2023, which was one business day prior to the consummation of the Uni-Select Acquisition. The CAD Note contains customary covenants for an unsecured term loan for a company that has debt ratings that are investment grade, such as requirements to comply with a total leverage ratio and interest coverage ratio, each calculated in accordance with the terms of the CAD Note, and limits on the Company’s and its subsidiaries’ ability to incur liens and indebtedness. The interest rate applicable to the CAD Note may be (i) a forward-looking term rate based on the Canadian Dollar Offer Rate for an interest period chosen by the Company of one or three months or (ii) the Canadian Prime Rate (as defined in the CAD Note), plus in each case a spread based on the Company’s debt rating and total leverage ratio. U.S. Notes (2028/2033) On May 24, 2023, as part of the financing for the Uni-Select Acquisition, we completed an offering of $ 1,400 million aggregate principal amount of senior unsecured notes, consisting of $ 800 million senior notes due 2028 and $ 600 million senior notes due 2033 in a private placement conducted pursuant to Rule 144A and Regulation S under the United States Securities Act of 1933. The U.S. Notes (2028/33) are governed by the Indenture, dated as of May 24, 2023 (the "Indenture"), among the Company, certain of the Company's subsidiaries (the "Guarantors") and U.S. Bank Trust Company, National Association, as trustee. The U.S. Notes (2028/33) will be initially fully and unconditionally guaranteed on a senior unsecured basis by each of our wholly owned domestic subsidiaries that are guarantors under our Senior Unsecured Credit Agreement, dated as of January 5, 2023, or the CAD Note and each of our domestic subsidiaries that in the future agrees to guarantee obligations under the Senior Unsecured Credit Agreement, the CAD Note, any other Credit Facility Debt or any Capital Markets Debt (as such terms are defined in the Indenture). 86 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Each subsidiary guarantee will rank equally in right of payment with all existing and future liabilities of the applicable subsidiary guarantor that are not subordinated. Each subsidiary guarantee will effectively rank junior to any secured indebtedness of its respective subsidiary guarantor to the extent of the lesser of the amount of such secured indebtedness and the value of the assets securing such indebtedness. Under the terms of any subsidiary guarantee, holders of the U.S. Notes (2028/33) will not be required to exercise their remedies against us before they proceed directly against the subsidiary guarantors. Prior to May 15, 2028 in the case of the U.S. Notes (2028) or March 15, 2033 in the case of the U.S. Notes (2033) (each such date a "Par Call Date"), we may redeem the U.S. Notes (2028) or U.S. Notes (2033), as applicable, at our option, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming, in each case, that such U.S. Notes (2028/33) matured on their applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points in the case of the U.S. Notes (2028) or 45 basis points in the case of the U.S. Notes (2033), less interest accrued to the date of redemption; and (ii) 100 % of the principal amount of the U.S. Notes (2028/33) to be redeemed; plus in either case, accrued and unpaid interest thereon to, but excluding the redemption date. On or after the applicable Par Call Date we may redeem the U.S. Notes (2028/33) of the applicable series, in whole or in part, at any time and from time to time, at a redemption price equal to 100 % of the principal amount of the U.S. Notes (2028/33) being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date. In connection with the sale of the U.S. Notes (2028/33), we entered into a Registration Rights Agreement, dated as of May 24, 2023 (the "Registration Rights Agreement"), with the Guarantors and BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the initial purchasers of the U.S. Notes (2028/33) identified therein. Pursuant to the terms of the Registration Rights Agreement, on September 1, 2023, the Company and the Guarantors filed a Registration Statement on Form S-4 ("Form S-4") with respect to a registered offer to exchange (the "Exchange Offer") each series of U.S. Notes (2028/33) and related guarantees for new notes of such series (the "Exchange Notes") and new related guarantees, which has terms substantially identical in all material respects to the applicable series of U.S. Notes (2028/33) (except that the Exchange Notes do not contain terms with respect to transfer restrictions and Additional Interest). The SEC declared the Form S-4 effective on September 14, 2023. The Exchange Offer closed in the fourth quarter of 2023. The U.S. Notes (2028) and U.S. Notes (2033) bear interest at rates of 5.75 % and 6.25 %, respectively, 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 U.S. Notes (2028/33) is payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2023. Euro Notes (2024) On April 14, 2016, LKQ Italia Bondco S.p.A. ("LKQ Italia"), an indirect, wholly-owned subsidiary of LKQ Corporation, completed an offering of € 500 million aggregate principal amount of senior notes due April 1, 2024 (the "Euro Notes (2024)") in a private placement conducted pursuant to Regulation S and Rule 144A under the Securities Act of 1933. The proceeds from the offering were used to repay a portion of the revolver borrowings under the Credit Agreement and to pay related fees and expenses. The Euro Notes (2024) are governed by the Indenture dated as of April 14, 2016 (the "Euro Notes (2024) Indenture") among LKQ Italia, LKQ Corporation and certain of our subsidiaries (the "Euro Notes (2024) Subsidiaries"), the trustee, and the paying agent, transfer agent, and registrar. Interest on the Euro Notes (2024) is payable in arrears on April 1 and October 1 of each year. The Euro Notes (2024) are fully and unconditionally guaranteed by LKQ Corporation and the Euro Notes (2024) Subsidiaries (the "Euro Notes (2024) Guarantors"). The Euro Notes (2024) and the related guarantees are, respectively, LKQ Italia's and each Euro Notes (2024) Guarantor's senior unsecured obligations and are subordinated to all of LKQ Italia's and the Euro Notes (2024) Guarantors' existing and future secured debt to the extent of the assets securing that secured debt. In addition, the Euro Notes (2024) are effectively subordinated to all of the liabilities of our subsidiaries that are not guaranteeing the Euro Notes (2024) to the extent of the assets of those subsidiaries. The Euro Notes (2024) have been listed on the ExtraMOT, Professional Segment of the Borsa Italia S.p.A. securities exchange and the Global Exchange Market of Euronext Dublin. 87 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Euro Notes (2024) are redeemable, in whole or in part, at any time at a redemption price of 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a "make whole" premium. On or after January 1, 2024, we may redeem some or all of the Euro Notes (2024) at a redemption price of 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. We may be required to make an offer to purchase the Euro Notes (2024) upon the sale of certain assets, subject to certain exceptions, and upon a change of control. In addition, in the event of certain developments affecting taxation or under certain other circumstances which, in any case, require the payment of certain additional amounts, we may redeem the Euro Notes (2024) in whole, but not in part, at any time at a redemption price of 100 % of the principal amount thereof plus accrued but unpaid interest, if any, and such certain additional amounts, if any, to the redemption date. Euro Notes (2026/2028) On April 9, 2018, LKQ European Holdings B.V. ("LKQ Euro Holdings"), a wholly-owned subsidiary of LKQ Corporation, completed an offering of € 1,000 million aggregate principal amount of senior notes. The offering consisted of € 750 million senior notes due 2026 (the "Euro Notes (2026)") and € 250 million senior notes due 2028 (the "Euro Notes (2028)" and, together with the Euro Notes (2026), the "Euro Notes (2026/28)") in a private placement conducted pursuant to Regulation S and Rule 144A under the Securities Act of 1933. The proceeds from the offering, together with borrowings under our senior secured credit facility, were used (i) to finance a portion of the consideration paid for the Stahlgruber acquisition, (ii) for general corporate purposes and (iii) to pay related fees and expenses, including the refinancing of net financial debt. The Euro Notes (2026/28) are governed by the Indenture dated as of April 9, 2018 (the “Euro Notes (2026/28) Indenture”) among LKQ Euro Holdings, LKQ Corporation and certain of our subsidiaries (the “Euro Notes (2026/28) Subsidiaries”), the trustee, paying agent, transfer agent, and registrar. On April 1, 2021, we redeemed the 3.625 % Euro Notes (2026) at a redemption price equal to 101.813 % of the principal amount of the Euro Notes (2026) plus accrued and unpaid interest thereon to, but not including, April 1, 2021. The total redemption payment was $ 915 million (€ 777 million), including an early redemption premium of $ 16 million (€ 14 million) and accrued and unpaid interest of $ 16 million (€ 14 million). In the second quarter of 2021, we recorded a loss on debt extinguishment of $ 24 million related to the redemption due to the early-redemption premium and the write-off of the unamortized debt issuance costs. Interest on the Euro Notes (2028) is payable in arrears on April 1 and October 1 of each year. The Euro Notes (2028) are fully and unconditionally guaranteed by LKQ Corporation and the Euro Notes (2028) Subsidiaries (the "Euro Notes (2028) Guarantors"). The Euro Notes (2028) and the related guarantees are, respectively, LKQ Euro Holdings' and each Euro Notes (2028) Guarantor's senior unsecured obligations and will be subordinated to all of LKQ Euro Holdings' and the Euro Notes (2028) Guarantors' existing and future secured debt to the extent of the assets securing that secured debt. In addition, the Euro Notes (2028) are effectively subordinated to all of the liabilities of our subsidiaries that are not guaranteeing the Euro Notes (2028) to the extent of the assets of those subsidiaries. The Euro Notes (2028) have been listed on the Global Exchange Market of Euronext Dublin. The Euro Notes (2028) are redeemable, in whole or in part, at any time at a redemption price of 100 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a "make whole" premium. On or after April 1, 2023, we may redeem some or all of the Euro Notes (2028) at the applicable redemption prices set forth in the Euro Notes (2026/28) Indenture. We may be required to make an offer to purchase the Euro Notes (2028) upon the sale of certain assets, subject to certain exceptions, and upon a change of control. In addition, in the event of certain developments affecting taxation or under certain other circumstances which, in any case, require the payment of certain additional amounts, we may redeem the Euro Notes (2028) in whole, but not in part, at any time at a redemption price of 100 % of the principal amount thereof, plus accrued but unpaid interest, if any, and such certain additional amounts, if any, to the redemption date. Note 20. Derivative Instruments and Hedging Activities We are exposed to market risks, including the effect of changes in interest rates, foreign currency exchange rates and commodity prices. Under current policies, we may use derivatives to manage our exposure to variable interest rates on our debt and changing foreign exchange rates for certain foreign currency denominated transactions. We do not hold or issue derivatives for trading purposes. 88 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Derivative Instruments Designated as Cash Flow Hedges In February 2023, we entered into interest rate swap agreements to mitigate the risk of changing interest rates on our variable interest rate payments related to borrowings under our Senior Unsecured Credit Agreement. Under the terms of the interest rate swap agreements, we pay the fixed interest rate and receive a variable interest rate based on term SOFR that matches a contractually specified rate under the Senior Unsecured Credit Agreement. The agreements include a total $ 400 million notional amount maturing in February 2025 with a weighted average fixed interest rate of 4.63 % and a total $ 300 million notional amount maturing in February 2026 with a weighted average fixed interest rate of 4.23 %. Changes in the fair value of the interest rate swaps are recorded in Accumulated other comprehensive loss and reclassified to Interest expense when the hedged interest payments affect earnings. The activity related to the interest rate swaps is classified in operating activities in our Consolidated Statements of Cash Flows as the activity relates to normal recurring settlements to match interest payments. In March 2023, we entered into forward starting interest rate swaps to hedge the risk of changes in interest rates related to forecasted debt issuance to finance a portion of the Uni-Select Acquisition. These swaps were settled in May 2023 upon issuance of the U.S. Notes (2028/33), resulting in total payments of $ 13 million. See Note 19, "Long-Term Obligations" for additional information related to the offering of the U.S. Notes (2028/33). Changes in the fair value of the interest rate swaps were recorded in Accumulated other comprehensive loss and the fair value at the termination date will be reclassified to Interest expense over the term of the debt. Payments made to settle the forward starting interest rate swaps were classified in financing activities in our Consolidated Statements of Cash Flows as these payments were related to the forecasted debt issuance. All of our interest rate swap contracts have been executed with counterparties that we believe are creditworthy, and we closely monitor the credit ratings of these counterparties. As of December 31, 2023, the notional amounts, balance sheet classification and fair values of our derivative instruments designated as cash flow hedges were as follows (in millions) (there were no such hedges as of December 31, 2022): Notional Amount Balance Sheet Caption Fair Value - Asset / (Liability) Interest rate swap agreements $ 700 Other noncurrent liabilities ( 2 ) The activity related to our cash flow hedges is included in Note 17, "Accumulated Other Comprehensive Income (Loss)." As of December 31, 2023, we estimate that an insignificant amount of derivative gains (net of tax) included in Accumulated other comprehensive loss will be reclassified into our Consolidated Statements of Income within the next 12 months. The activity related to our previously matured cash flow hedges is included in Note 17, "Accumulated Other Comprehensive Income (Loss)" and presented in either operating activities or financing activities, as described above, in our Consolidated Statements of Cash Flows. Derivative Instruments Not Designated as Hedges To manage the foreign currency exposure related to the Uni-Select Acquisition purchase price (denominated in CAD), we entered into foreign exchange contracts in March 2023 to purchase CAD 1.6 billion for approximately $ 1.2 billion. These contracts did not qualify for hedge accounting, and therefore, the contracts were adjusted to fair value through the results of operations as of each balance sheet date. We reported Gains on foreign exchange contracts - acquisition related on the Consolidated Statements of Income of $ 49 million for the year ended December 31, 2023. These contracts were settled in July 2023 resulting in total payments received of $ 49 million. To manage our foreign currency exposure on other non-functional currency denominated intercompany loans, we entered into short-term foreign currency forward contracts in 2023. We have not elected to apply hedge accounting for these transactions, and therefore the contracts are adjusted to fair value through our results of operations as of each balance sheet date. The fair values of these short-term derivative instruments that remained outstanding as of year-end were recorded in either Prepaid expenses and other current assets or Other accrued expenses on our Consolidated Balance Sheets and were not material at December 31, 2023 and 2022. Additionally, we hold other short-term derivative instruments, including foreign currency forward contracts, to manage our exposure to variability in the cash flows related to inventory purchases denominated in a non-functional currency. We have not elected to apply hedge accounting for these transactions. The notional amount and fair value of these contracts at December 31, 2023 and December 31, 2022, along with the effect on our results of operations during the years ended December 31, 2023, 89 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2022, and 2021, were not material. The fair values of these contracts were recorded in either Prepaid expenses and other current assets or Other accrued expenses on our Consolidated Balance Sheets. Gross vs. Net Presentation for Derivative Instruments While certain derivative instruments executed with the same counterparty are subject to master netting arrangements, we present our cash flow hedge and other derivative instruments on a gross basis on our Consolidated Balance Sheets. The impact of netting the fair values of these contracts would result in an immaterial decrease to Prepaid expenses and other current assets and Other accrued expenses on our Consolidated Balance Sheets at December 31, 2023 and 2022. Note 21. Fair Value Measurements Financial Assets and Liabilities Measured at Fair Value We use the market and income approaches to estimate the fair value of our financial assets and liabilities, and during the year ended December 31, 2023, there were no significant changes in valuation techniques or inputs related to the financial assets or liabilities that we have historically recorded at fair value. The tiers in the fair value hierarchy include: Level 1, defined as observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as significant unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. The following table presents information about our financial liabilities measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation inputs we utilized to determine such fair value as of December 31, 2023 and 2022 (in millions): December 31, 2023 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Investments - debt securities $ 22 $ — $ — $ 22 $ — $ — $ — $ — Investments - equity securities 3 — — 3 — — — — Total Assets $ 25 $ — $ — $ 25 $ — $ — $ — $ — Liabilities: Interest rate swaps $ — $ 2 $ — $ 2 $ — $ — $ — $ — Contingent consideration liabilities — — 2 2 — — 7 7 Total Liabilities $ — $ 2 $ 2 $ 4 $ — $ — $ 7 $ 7 Investments in debt and equity securities relate to our captive insurance subsidiary and are included in Other noncurrent assets on the Consolidated Balance Sheets. The balance sheet classification of the interest rate swap agreements is presented in Note 20, "Derivative Instruments and Hedging Activities." For contingent consideration liabilities, the current portion is included in Other current liabilities and the noncurrent portion is included in Other noncurrent liabilities on the Consolidated Balance Sheets based on the expected timing of the related payments. We value derivative instruments using a third party valuation model that performs discounted cash flow analysis based on the terms of the contracts and market observable inputs such as current and forward interest rates and current and forward foreign exchange rates. Our contingent consideration liabilities are related to our business acquisitions. Under the terms of the contingent consideration agreements, payments may be made at specified future dates depending on the performance of the acquired business subsequent to the acquisition. The liabilities for these payments are classified as Level 3 liabilities because the related fair value measurement, which is determined using an income approach, includes significant inputs not observable in the market. We have deferred compensation liabilities which are recorded in Other noncurrent liabilities on the Consolidated Balance Sheets. These liabilities are determined based on the values of investments in participants' phantom accounts, which is not a fair value measurement, and thus the liabilities are not included in the fair value hierarchy disclosure. 90 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Financial Assets and Liabilities Not Measured at Fair Value Our debt is reflected on the Consolidated Balance Sheets at cost. The fair value measurements of the borrowings under the credit agreement are classified as Level 2 within the fair value hierarchy since they are determined based upon significant inputs observable in the market, including interest rates on recent financing transactions with similar terms and maturities. We estimated the fair value by calculating the upfront cash payment a market participant would require at December 31, 2023 and 2022 to assume these obligations. The fair values of the U.S. Notes (2028), U.S. Notes (2033), Euro Notes (2024) and Euro Notes (2028) are determined based upon observable market inputs including quoted market prices in markets that are not active, and therefore are classified as Level 2 within the fair value hierarchy. Based on market conditions as of December 31, 2023, the fair value of the borrowings under the Senior Unsecured Credit Agreement and CAD Note reasonably approximated their carrying values of $ 1,414 million and $ 529 million, respectively. As of December 31, 2022, the fair value of the Prior Credit Agreement borrowings reasonably approximated the carrying value of $ 1,786 million. The following table provides the carrying and fair value for our other financial instruments as of December 31, 2023 and December 31, 2022 (in millions): As of December 31, 2023 As of December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value U.S. Notes (2028) $ 800 $ 820 $ — $ — U.S. Notes (2033) 600 628 — — Euro Notes (2024) 552 552 535 535 Euro Notes (2028) 276 276 268 254 Note 22. Leases We have leases primarily for facilities, vehicles, and equipment. The amounts recorded on the Consolidated Balance Sheets as of December 31, 2023 and 2022 related to our lease agreements are as follows (in millions): December 31, Leases Classification 2023 2022 Assets Operating lease ROU assets, net Operating lease assets, net $ 1,336 $ 1,227 Finance lease assets, net Property, plant and equipment, net 80 52 Total leased assets $ 1,416 $ 1,279 Liabilities Current Operating Current portion of operating lease liabilities $ 224 $ 188 Finance Current portion of long-term obligations 26 17 Noncurrent Operating Long-term operating lease liabilities, excluding current portion 1,163 1,091 Finance Long-term obligations, excluding current portion 57 31 Total lease liabilities $ 1,470 $ 1,327 91 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The components of lease expense are as follows (in millions): Year Ended December 31, Lease Cost 2023 2022 2021 Operating lease cost $ 305 $ 282 $ 314 Short-term lease cost 20 16 9 Variable lease cost 113 96 97 Finance lease cost Amortization of leased assets 19 12 10 Interest on lease liabilities 4 2 2 Sublease income ( 6 ) ( 5 ) ( 3 ) Net lease cost $ 455 $ 403 $ 429 The future minimum lease commitments under our leases at December 31, 2023 are as follows (in millions): Years Ending December 31, Operating leases Finance leases (1) Total 2024 $ 317 $ 30 $ 347 2025 281 18 299 2026 242 13 255 2027 200 10 210 2028 156 13 169 Thereafter 594 15 609 Future minimum lease payments 1,790 99 1,889 Less: Interest 403 16 419 Present value of lease liabilities $ 1,387 $ 83 $ 1,470 (1) Amounts are included in the scheduled maturities of long-term obligations in Note 19, "Long-Term Obligations". As of December 31, 2023, minimum operating lease payments for leases that have not yet commence d totaled $ 140 million . These operating leases will commence in the n ext 16 months with lease te rms of 3 to 13 years . Most of these leases have not commenced because the assets are in the process of being constructed. Other information related to leases is as follows: December 31, Lease Term and Discount Rate 2023 2022 Weighted-average remaining lease term (years) Operating leases 8.2 9.1 Finance leases 6.7 8.5 Weighted-average discount rate Operating leases 6.00 % 5.75 % Finance leases 4.83 % 3.69 % Year Ended December 31, Supplemental cash flows information (in millions) 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ 299 $ 284 $ 286 Financing cash outflows from finance leases 19 14 13 Leased assets obtained in exchange for finance lease liabilities 49 15 10 Leased assets obtained in exchange for operating lease liabilities (1) 310 159 248 92 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) Includes leased assets obtained in exchange for operating lease liabilities as a result of the Uni-Select acquisition. Refer to Note 3, "Business Combinations" for more information. Note 23. Employee Benefit Plans Defined Benefit Plans We have funded and unfunded defined benefit plans covering certain employee groups in various European countries and Canada. Local statutory requirements govern many of our European and Canadian plans. The defined benefit plans are mostly closed to new participants and, in some cases, existing participants no longer accrue benefits. Funded Status The table below summarizes the funded status of the defined benefit plans (in millions): December 31, 2023 2022 Change in projected benefit obligation: Projected benefit obligation - beginning of year $ 133 $ 194 Acquisitions and divestitures (1) 58 ( 2 ) Service cost 4 5 Interest cost 6 2 Participant contributions 1 1 Actuarial (gain) / loss 4 ( 49 ) Benefits paid (2) ( 5 ) ( 5 ) Settlement ( 3 ) ( 1 ) Currency impact 4 ( 12 ) Projected benefit obligation - end of year $ 202 $ 133 Change in fair value of plan assets: Fair value - beginning of year $ 61 $ 63 Acquisitions and divestitures (1) 56 — Employer contributions 5 5 Participant contributions 1 1 Benefits paid ( 4 ) ( 4 ) Settlement ( 3 ) ( 1 ) Currency impact 3 ( 3 ) Fair value - end of year $ 119 $ 61 Funded status at end of year (liability) $ ( 83 ) $ ( 72 ) Accumulated benefit obligation $ 196 $ 131 (1) 2023 activity relates to the Uni-Select acquisition. Refer to Note 3, "Business Combinations" for more information. (2) Includes amounts paid from plan assets as well as amounts paid from Company assets. The net amounts recognized for defined benefit plans on the Consolidated Balance Sheets were as follows (in millions): December 31, 2023 2022 Noncurrent assets $ 4 $ 3 Current liabilities ( 4 ) ( 5 ) Noncurrent liabilities ( 83 ) ( 70 ) 93 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the accumulated benefit obligation and aggregate fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets (in millions): December 31, 2023 2022 Accumulated benefit obligation $ 147 $ 94 Aggregate fair value of plan assets 67 21 The following table summarizes the projected benefit obligation and aggregate fair value of plan assets for pension plans with projected benefit obligations in excess of plan assets (in millions): December 31, 2023 2022 Projected benefit obligation $ 153 $ 96 Aggregate fair value of plan assets 67 21 The table below summarizes the weighted-average assumptions used to calculate the year-end benefit obligations: December 31, 2023 2022 Discount rate used to determine benefit obligation 3.7 % 3.4 % Rate of future compensation increase 2.6 % 1.9 % Net Periodic Benefit Cost The table below summarizes the components of net periodic benefit cost for the defined benefit plans (in millions): Year Ended December 31, 2023 2022 2021 Service cost $ 4 $ 5 $ 5 Interest cost 6 2 1 Expected return on plan assets (1) ( 3 ) ( 2 ) ( 2 ) Amortization of actuarial (gain) loss (2) ( 2 ) — 2 Net periodic benefit cost $ 5 $ 5 $ 6 (1) We use the fair value of our plan assets to calculate the expected return on plan assets. (2) Actuarial gains and losses are amortized using a corridor approach for our pension plans. Gains and losses are amortized if, as of the beginning of the year, the cumulative net gain or loss exceeds 10 percent of the greater of the projected benefit obligation or the fair value of the plan assets. Gains and losses in excess of the corridor are amortized over the average remaining service period of active members expected to receive benefits under the plan or, in the case of closed plans, the expected future lifetime of the employees participating in the plan. The service cost component of net periodic benefit cost was classified in SG&A expenses, while the other components of net periodic benefit cost were classified in Interest income and other income, net in the Consolidated Statements of Income. The table below summarizes the weighted-average assumptions used to calculate the net periodic benefit cost in the table above: Year Ended December 31, 2023 2022 2021 Discount rate used to determine service cost 3.4 % 1.0 % 0.4 % Discount rate used to determine interest cost 3.4 % 1.2 % 0.8 % Rate of future compensation increase 1.9 % 1.7 % 2.0 % Expected long-term return on plan assets (1) 3.1 % 2.8 % 3.2 % 94 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) Our expected long-term return on plan assets is determined based on the asset allocation and estimate of future long-term returns by asset class. Assumed mortality is also a key assumption in determining benefit obligations and net periodic benefit cost. In some of the European and Canadian plans, a price inflation index is also an assumption in determining benefit obligations and net periodic benefit cost. As of December 31, 2023, the pretax amounts recognized in Accumulated other comprehensive loss consisted of $ 9 million of net actuarial gains for our defined benefit plans that have not yet been recognized in net periodic benefit cost. Of this amount, we expect $ 1 million to be recognized as a component of net periodic benefit cost during the year ending December 31, 2024. Fair Value of Plan Assets Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants. The tiers in the fair value hierarchy include: Level 1, defined as observable inputs such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as significant unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Investments that are valued using net asset value (or its equivalent) as a practical expedient are excluded from the fair value hierarchy disclosure. For the unfunded pension plans, we pay the defined benefit plan obligations when they become due. The table below summarizes the fair value of our defined benefit plan assets by asset category within the fair value hierarchy for the funded defined benefit pension plans (in millions): December 31, 2023 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Insurance contracts (1) $ — $ — $ 66 $ 66 $ — $ — $ 40 $ 40 Other (2) 4 — — 4 — — — — Assets measured by fair value hierarchy $ 4 $ — $ 66 $ 70 $ — $ — $ 40 $ 40 Assets measured at net asset value (3) 49 21 Total pension plan assets at fair value $ 119 $ 61 (1) Investments in insurance contracts represents the cash surrender value of the insurance policy. These amounts are determined by an actuary based on projections of future benefit payments, discount rates, and expected long-term rate of return on assets. (2) Represents balances in a refundable tax account held with the Canada Revenue Agency. (3) Consists of international bonds, equity, real estate and other investments. The following table summarizes the changes in fair value measurements of Level 3 investments for the defined benefit plans (in millions): December 31, 2023 2022 Balance at beginning of year $ 40 $ 42 Acquisitions and divestitures 26 — Actual return on plan assets: Relating to assets held at the reporting date 1 1 Purchases, sales and settlements ( 2 ) ( 1 ) Currency impact 1 ( 2 ) Balance at end of year $ 66 $ 40 95 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Assets for the defined benefit pension plans in Europe are invested primarily in insurance policies. For the defined benefit pension plans in Canada, a portion of the assets representing a subset of inactive plan participants are invested in insurance policies. Under these contracts, we pay premiums to the insurance company, which are based on an internal actuarial analysis performed by the insurance company; the insurance company then funds the pension payments to the plan participants upon retirement. Employer Contributions and Estimated Future Benefit Payments During the year ended December 31, 2023, we contributed $ 5 million to our pension plans. We estimate that contributions to our pension plans during 2024 will be $ 7 million. The following table summarizes estimated future benefit payments as of December 31, 2023 (in millions): Years Ending December 31, Amount 2024 $ 8 2025 8 2026 9 2027 9 2028 10 2029 - 2033 55 Note 24. Income Taxes The provision for income taxes consists of the following components (in millions): Year Ended December 31, 2023 2022 2021 Current: Federal $ 137 $ 212 $ 195 State 39 60 47 Foreign 117 107 116 Total current provision for income taxes $ 293 $ 379 $ 358 Deferred: Federal $ 10 $ — $ ( 3 ) State 3 ( 2 ) — Foreign — 8 ( 24 ) Total deferred (benefit) provision for income taxes $ 13 $ 6 $ ( 27 ) Provision for income taxes $ 306 $ 385 $ 331 Income taxes have been based on the following components of income from continuing operations before provision for income taxes (in millions): Year Ended December 31, 2023 2022 2021 Domestic $ 795 $ 1,078 $ 978 Foreign 440 440 421 Income from continuing operations before provision for income taxes $ 1,235 $ 1,518 $ 1,399 96 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The U.S. federal statutory rate is reconciled to the effective tax rate as follows: Year Ended December 31, 2023 2022 2021 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of state credits and federal tax impact 2.8 % 3.0 % 2.7 % Impact of rates on international operations 1.2 % 1.1 % 1.2 % Change in valuation allowances 0.9 % 0.4 % ( 0.8 ) % Non-deductible expenses 1.2 % 1.0 % 0.4 % Gains on foreign exchange contracts - acquisition related ( 0.8 ) % — % — % Other, net ( 1.5 ) % ( 1.2 ) % ( 0.9 ) % Effective tax rate 24.8 % 25.3 % 23.6 % Undistributed earnings of our foreign subsidiaries amounted to approximately $ 1,818 million at December 31, 2023. Beginning in 2018, the Tax Act generally provided a 100 % participation exemption from further U.S. taxation of dividends received from 10-percent or more owned foreign corporations held by U.S. corporate shareholders. Although foreign dividend income is generally exempt from U.S. federal tax in the hands of the U.S. corporate shareholders, either as a result of the participation exemption, or due to the previous taxation of such earnings under the transition tax and GILTI regimes, companies must still apply the guidance of ASC 740: Income Taxes to account for the tax consequences of outside basis differences and other tax impacts of their investments in non-U.S. subsidiaries. Further, the 2017 transition tax reduced a majority of the previous outside basis differences in our foreign subsidiaries, and most of any new differences arising have extensive interaction with the GILTI regime discussed above. Based on a review of our global financing and capital expenditure requirements as of December 31, 2023, we continue to plan to permanently reinvest the undistributed earnings of our international subsidiaries. Thus, no deferred U.S. income taxes or potential foreign withholding taxes have been recorded. Due to the complexity of the U.S. tax regime, it remains impractical to estimate the amount of deferred taxes potentially payable were such earnings to be repatriated. On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law in the United States. The IRA, among other provisions, enacted a 15 % corporate minimum tax effective for taxable years beginning after December 31, 2022 and a 1 % excise tax on the repurchase of corporate stock after December 31, 2022. The corporate minimum tax provisions of the IRA did not have a material impact on our financial results. The impact of the excise tax provisions will be dependent upon the volume of any future stock repurchases, and there was no excise tax due on our 2023 share repurchases. The OECD released a framework, referred to as Pillar Two, to implement a global minimum corporate tax rate of 15% on certain multinational enterprises. Certain countries have enacted legislation to adopt the Pillar Two framework while several countries are considering or still announcing changes to their tax laws to implement the minimum tax directive. While we do not currently expect Pillar Two to have a material impact on our effective tax rate, our analysis will continue as the OECD continues to release additional guidance and countries implement legislation. 97 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The significant components of the deferred tax assets and liabilities are as follows (in millions): December 31, 2023 2022 Deferred Tax Assets: Accrued expenses and reserves $ 58 $ 71 Qualified and nonqualified retirement plans 17 11 Inventory 21 15 Accounts receivable 22 19 Interest deduction carryforwards 32 28 Stock-based compensation 8 9 Operating lease liabilities 334 307 Net operating loss carryforwards 53 19 Other 26 17 Total deferred tax assets, gross 571 496 Less: valuation allowance ( 64 ) ( 44 ) Total deferred tax assets $ 507 $ 452 Deferred Tax Liabilities: Goodwill and other intangible assets $ 414 $ 236 Property, plant and equipment 102 86 Trade names 88 82 Operating lease assets, net 319 291 Other 9 12 Total deferred tax liabilities $ 932 $ 707 Net deferred tax liability $ ( 425 ) $ ( 255 ) Deferred tax assets and liabilities are reflected on the Consolidated Balance Sheets as follows (in millions): December 31, 2023 2022 Noncurrent deferred tax assets $ 23 $ 25 Noncurrent deferred tax liabilities 448 280 Noncurrent deferred tax assets and noncurrent deferred tax liabilities are included in Other noncurrent assets and Deferred income taxes, respectively, on the Consolidated Balance Sheets. We have net operating loss carryforwards, primarily for certain international tax jurisdictions, the tax benefits of which totaled approximately $ 53 million and $ 19 million at December 31, 2023 and 2022, respectively. The $ 34 million increase in net operating loss carryforwards is primarily related to the inclusion of historical loss carryforwards from the acquisition of Uni-Select. At December 31, 2023 and 2022, we had tax credit carryforwards for certain U.S. state jurisdictions, the tax benefits of which totaled less than $ 1 million at both dates. As of December 31, 2023 and 2022, we had interest deduction carryforwards in Italy and Germany, the tax benefits of which totaled $ 32 million and $ 28 million, respectively. As of December 31, 2023 and 2022, we had capital loss carryforwards, the tax benefit of which totaled an insignificant amount at both periods. As of December 31, 2023 and 2022, valuation allowances of $ 64 million and $ 44 million, respectively, were recorded for deferred tax assets related to the foreign interest deduction carryforwards, certain foreign and U.S. net operating loss carryforwards and capital loss carryforwards. The $ 20 million net increase in valuation allowances was primarily attributable to net operating loss carryforwards and U.S. capital loss carryforward activity. 98 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The majority of the net operating losses will generally carry forward until 2034 to 2043. The interest deduction carryforwards in Italy and Germany do not expire. U.S. capital losses can be carried back three years and forward for five years. Realization of these deferred tax assets is dependent on the generation of sufficient taxable income prior to the expiration dates, where applicable, or in the case of interest deduction carryforward, subject to legislative thin capitalization constraints, typically based on profitability. Based on historical and projected operating results, we believe that it is more likely than not that earnings will be sufficient to realize the deferred tax assets for which valuation allowances have not been provided. While we expect to realize the deferred tax assets, net of valuation allowances, changes in tax laws or in estimates of future taxable income may alter this expectation. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in millions): 2023 2022 2021 Balance at January 1, $ 5 $ 5 $ 2 Additions for acquired tax positions 6 — — Additions based on tax positions related to prior years 3 2 5 Reductions for tax positions of prior year ( 1 ) — ( 2 ) Lapse of statutes of limitations ( 5 ) — — Settlements with taxing authorities — ( 2 ) — Balance at December 31, $ 8 $ 5 $ 5 Included in the balance of unrecognized tax benefits above as of December 31, 2023, 2022 and 2021, are approximately $ 8 million, $ 5 million and $ 4 million, respectively, of tax benefits that, if recognized, would affect the effective tax rate. The balance of unrecognized tax benefits at December 31, 2023, 2022 and 2021, includes an insignificant amount of tax benefits that, if recognized, would result in adjustments to deferred taxes. We recognize interest and penalties accrued related to unrecognized tax benefits as income tax expense. During the years ended December 31, 2023, 2022 and 2021, we had accumulated interest and penalties of $ 1 million, attributable to the unrecognized tax benefits noted above. During the years ended December 31, 2023, 2022 and 2021, we recorded $ 1 million or less of interest and penalties through the income tax provision, prior to any reversals for lapses in the statutes of limitations. During the twelve months beginning January 1, 2024, it is reasonably possible that we will reduce unrecognized tax benefits by $ 3 million, most of which would impact our effective tax rate. The Company and/or its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various U.S. state and international jurisdictions. With few exceptions, we are no longer subject to U.S. federal, state and local, or international income tax examinations by tax authorities for years before 2015. Adjustments from examinations, if any, are not expected to have a material effect on our Consolidated Financial Statements. Note 25. Segment and Geographic Information We have four operating segments: Wholesale - North America; Europe; Specialty; and Self Service, each of which is presented as a reportable segment. The segments are organized based on a combination of geographic areas served and type of product lines offered. The segments are managed separately as the businesses serve different customers and are affected by different economic conditions. Wholesale - North America and Self Service have similar economic characteristics and have common products and services, customers and methods of distribution. We are reporting these operating segments separately to provide greater transparency to investors. 99 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following tables present our financial performance by reportable segment for the periods indicated (in millions): Wholesale - North America Europe Specialty Self Service Eliminations Consolidated Year Ended December 31, 2023 Revenue: Third Party $ 5,281 $ 6,323 $ 1,665 $ 597 $ — $ 13,866 Intersegment 1 — 3 — ( 4 ) — Total segment revenue $ 5,282 $ 6,323 $ 1,668 $ 597 $ ( 4 ) $ 13,866 Segment EBITDA $ 975 $ 614 $ 134 $ 36 $ — $ 1,759 Total depreciation and amortization (1) 121 150 32 16 — 319 Year Ended December 31, 2022 Revenue: Third Party $ 4,556 $ 5,735 $ 1,788 $ 715 $ — $ 12,794 Intersegment — — 3 — ( 3 ) — Total segment revenue $ 4,556 $ 5,735 $ 1,791 $ 715 $ ( 3 ) $ 12,794 Segment EBITDA $ 852 $ 585 $ 199 $ 83 $ — $ 1,719 Total depreciation and amortization (1) 75 145 30 14 — 264 Year Ended December 31, 2021 Revenue: Third Party $ 4,376 $ 6,062 $ 1,864 $ 787 $ — $ 13,089 Intersegment 3 — 3 — ( 6 ) — Total segment revenue $ 4,379 $ 6,062 $ 1,867 $ 787 $ ( 6 ) $ 13,089 Segment EBITDA $ 769 $ 618 $ 223 $ 175 $ — $ 1,785 Total depreciation and amortization (1) 80 157 30 17 — 284 (1) Amounts presented include depreciation and amortization expense recorded within Cost of goods sold, SG&A expenses and Restructuring and transaction related expenses. The key measure of segment profit or loss reviewed by our chief operating decision maker, our Chief Executive Officer, is Segment EBITDA. We use Segment EBITDA to compare profitability among the segments and evaluate business strategies. Segment EBITDA includes revenue and expenses that are controllable by the segment. Corporate general and administrative expenses are allocated to the segments based on usage, with shared expenses apportioned based on the segment's percentage of consolidated revenue. We calculate Segment EBITDA as Net Income attributable to LKQ stockholders excluding discontinued operations; depreciation, amortization; interest; gains and losses on debt extinguishment; income tax expense; restructuring and transaction related expenses (which includes restructuring expenses recorded in Cost of goods sold); change in fair value of contingent consideration liabilities; other gains and losses related to acquisitions, equity method investments, or divestitures; equity in losses and earnings of unconsolidated subsidiaries; equity investment fair value adjustments; impairment charges; and direct impacts of the Ukraine/Russia conflict and related sanctions (including provisions for and subsequent adjustments to reserves for asset recoverability and expenditures to support our employees and their families). 100 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The table below provides a reconciliation of Net Income to Segment EBITDA (in millions): Year Ended December 31, 2023 2022 2021 Net income $ 938 $ 1,150 $ 1,092 Less: net income attributable to continuing noncontrolling interest 2 1 1 Net income attributable to LKQ stockholders 936 1,149 1,091 Less: net (loss) income from discontinued operations ( 6 ) 6 1 Net income from continuing operations attributable to LKQ stockholders 942 1,143 1,090 Adjustments - continuing operations attributable to LKQ stockholders: Depreciation and amortization 319 264 284 Interest expense, net of interest income 186 70 70 Loss on debt extinguishment 1 — 24 Provision for income taxes 306 385 331 Equity in earnings of unconsolidated subsidiaries (1) ( 15 ) ( 11 ) ( 23 ) Gains on foreign exchange contracts - acquisition related (2) ( 49 ) — — Equity investment fair value adjustments 2 5 ( 11 ) Restructuring and transaction related expenses (3) 65 20 19 Restructuring expenses - cost of goods sold (3) 4 — — Gain on disposal of businesses (4) — ( 159 ) — Change in fair value of contingent consideration liabilities — — 1 Gains on previously held equity interests ( 3 ) ( 1 ) — Direct impacts of Ukraine/Russia conflict (5) — 3 — Impairment of net assets held for sale 1 — — Segment EBITDA $ 1,759 $ 1,719 $ 1,785 (1) Refer to Note 11, "Equity Method Investments," for further information. (2) Refer to Note 3, "Business Combinations" and Note 20, "Derivative Instruments and Hedging Activities" for further information. (3) Refer to Note 14, "Restructuring and Transaction Related Expenses" for further information. (4) Refer to "Other Divestitures (Not Classified in Discontinued Operations)" in Note 4, "Discontinued Operations and Divestitures," for further information. (5) Adjustments include provisions for and subsequent adjustments to reserves for asset recoverability (receivables and inventory) and expenditures to support our employees and their families in Ukraine. The following table presents capital expenditures by reportable segment (in millions): Year Ended December 31, 2023 2022 2021 Capital Expenditures Wholesale - North America $ 118 $ 84 $ 113 Europe 163 105 141 Specialty 41 19 23 Self Service 36 14 16 Total capital expenditures $ 358 $ 222 $ 293 101 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents assets by reportable segment (in millions): December 31, 2023 December 31, 2022 Receivables, net of allowance for credit losses Wholesale - North America (1) $ 470 $ 351 Europe 580 547 Specialty 107 92 Self Service 8 8 Total receivables, net of allowance for credit losses 1,165 998 Inventories Wholesale - North America (1) 1,217 822 Europe 1,390 1,418 Specialty 475 469 Self Service 39 43 Total inventories 3,121 2,752 Property, plant and equipment, net Wholesale - North America (1) 644 505 Europe 642 547 Specialty 118 94 Self Service 112 90 Total property, plant and equipment, net 1,516 1,236 Operating lease assets, net Wholesale - North America (1) 615 541 Europe 494 466 Specialty 84 85 Self Service 143 135 Total operating lease assets, net 1,336 1,227 Other unallocated assets 7,941 5,825 Total assets $ 15,079 $ 12,038 (1) The increase in assets for the Wholesale - North America segment is primarily attributable to the Uni-Select Acquisition. We report net receivables; inventories; net property, plant and equipment; and net operating lease assets by segment as that information is used by the chief operating decision maker in assessing segment performance. These assets provide a measure for the operating capital employed in each segment. Unallocated assets include cash and cash equivalents, prepaid expenses and other current and noncurrent assets, goodwill, other intangibles and equity method investments. Our largest countries of operation are the U.S., followed by Germany and the U.K. Additional European operations are located in the Netherlands, Italy, Czech Republic, Belgium, Austria, Slovakia, Poland, and other European countries. As a result of the Uni-Select Acquisition, we further expanded our wholesale operations in Canada. Our operations in other countries include remanufacturing operations in Mexico, an aftermarket parts freight consolidation warehouse in Taiwan, and administrative support functions in India. 102 LKQ CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table sets forth our tangible long-lived assets by geographic area (in millions): December 31, 2023 December 31, 2022 Long-lived assets United States $ 1,496 $ 1,371 Germany 324 290 United Kingdom 295 256 Other countries 737 546 Total long-lived assets $ 2,852 $ 2,463 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.