Condensed Consolidating Financial Information | LKQ Corporation (the "Parent") issued, and certain of its 100% owned subsidiaries (the "Guarantors") have fully and unconditionally guaranteed, jointly and severally, the Company's Notes due on May 15, 2023. A Guarantor's guarantee will be unconditionally and automatically released and discharged upon the occurrence of any of the following events: (i) a transfer (including as a result of consolidation or merger) by the Guarantor to any person that is not a Guarantor of all or substantially all assets and properties of such Guarantor, provided the Guarantor is also released from its obligations with respect to indebtedness under the Credit Agreement or other indebtedness of ours, which obligation gave rise to the guarantee of the Notes; (ii) a transfer (including as a result of consolidation or merger) to any person that is not a Guarantor of the equity interests of a Guarantor or issuance by a Guarantor of its equity interests such that the Guarantor ceases to be a subsidiary, as defined in the Indenture, provided the Guarantor is also released from its obligations with respect to indebtedness under the Credit Agreement or other indebtedness of ours, which obligation gave rise to the guarantee of the Notes; (iii) the release of the Guarantor from its obligations with respect to indebtedness under the Credit Agreement or other indebtedness of ours, which obligation gave rise to the guarantee of the Notes; and (iv) upon legal defeasance, covenant defeasance or satisfaction and discharge of the Indenture, as defined in the Indenture. Presented below are the unaudited condensed consolidating financial statements of the Parent, the Guarantors, the non-guarantor subsidiaries (the "Non-Guarantors"), and the elimination entries necessary to present the Company's financial statements on a consolidated basis as required by Rule 3-10 of Regulation S-X of the Securities Exchange Act of 1934 resulting from the guarantees of the Notes. Investments in consolidated subsidiaries have been presented under the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries, intercompany balances, and intercompany revenue and expenses. The unaudited condensed consolidating financial statements below have been prepared from the Company's financial information on the same basis of accounting as the unaudited condensed consolidated financial statements, and may not necessarily be indicative of the financial position, results of operations or cash flows had the Parent, Guarantors and Non-Guarantors operated as independent entities. LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands) June 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current Assets: Cash and equivalents $ 45,801 $ 28,715 $ 68,907 $ — $ 143,423 Receivables, net — 261,226 390,045 — 651,271 Intercompany receivables, net 3,038 — 14,813 (17,851 ) — Inventory — 946,939 455,460 — 1,402,399 Deferred income taxes 3,456 71,356 3,156 — 77,968 Prepaid expenses and other current assets 10,241 38,864 48,455 — 97,560 Total Current Assets 62,536 1,347,100 980,836 (17,851 ) 2,372,621 Property and Equipment, net 415 473,999 175,639 — 650,053 Intangible Assets: Goodwill — 1,567,993 718,525 — 2,286,518 Other intangibles, net — 146,056 82,524 — 228,580 Investment in Subsidiaries 3,338,540 293,779 — (3,632,319 ) — Intercompany Notes Receivable 627,948 23,579 — (651,527 ) — Other Assets 50,613 23,392 25,820 (3,055 ) 96,770 Total Assets $ 4,080,052 $ 3,875,898 $ 1,983,344 $ (4,304,752 ) $ 5,634,542 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 1,381 $ 178,731 $ 212,839 $ — $ 392,951 Intercompany payables, net — 14,813 3,038 (17,851 ) — Accrued expenses: Accrued payroll-related liabilities 5,413 36,590 27,324 — 69,327 Other accrued expenses 5,679 87,394 90,350 — 183,423 Other current liabilities 283 16,788 24,215 — 41,286 Current portion of long-term obligations 23,661 4,209 11,508 — 39,378 Total Current Liabilities 36,417 338,525 369,274 (17,851 ) 726,365 Long-Term Obligations, Excluding Current Portion 1,056,375 6,705 588,984 — 1,652,064 Intercompany Notes Payable — 611,085 40,442 (651,527 ) — Deferred Income Taxes — 165,144 16,434 (3,055 ) 178,523 Other Noncurrent Liabilities 33,167 65,271 25,059 — 123,497 Stockholders’ Equity 2,954,093 2,689,168 943,151 (3,632,319 ) 2,954,093 Total Liabilities and Stockholders' Equity $ 4,080,052 $ 3,875,898 $ 1,983,344 $ (4,304,752 ) $ 5,634,542 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands) December 31, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current Assets: Cash and equivalents $ 14,930 $ 32,103 $ 67,572 $ — $ 114,605 Receivables, net 145 217,542 383,735 — 601,422 Intercompany receivables, net 1,360 — 8,048 (9,408 ) — Inventory — 964,477 469,370 — 1,433,847 Deferred income taxes 4,064 62,850 10,215 4,615 81,744 Prepaid expenses and other current assets 20,640 36,553 28,606 — 85,799 Total Current Assets 41,139 1,313,525 967,546 (4,793 ) 2,317,417 Property and Equipment, net 494 470,791 158,702 — 629,987 Intangible Assets: Goodwill — 1,563,796 725,099 — 2,288,895 Other intangibles, net — 155,819 89,706 — 245,525 Investment in Subsidiaries 3,216,039 279,967 — (3,496,006 ) — Intercompany Notes Receivable 667,949 23,449 — (691,398 ) — Other Assets 49,601 24,457 20,481 (2,871 ) 91,668 Total Assets $ 3,975,222 $ 3,831,804 $ 1,961,534 $ (4,195,068 ) $ 5,573,492 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 682 $ 182,607 $ 216,913 $ — $ 400,202 Intercompany payables, net — 8,048 1,360 (9,408 ) — Accrued expenses: Accrued payroll-related liabilities 8,075 48,850 29,091 — 86,016 Other accrued expenses 8,061 83,857 72,230 — 164,148 Other current liabilities 283 16,197 15,720 4,615 36,815 Current portion of long-term obligations 55,172 4,599 3,744 — 63,515 Total Current Liabilities 72,273 344,158 339,058 (4,793 ) 750,696 Long-Term Obligations, Excluding Current Portion 1,150,624 6,561 643,862 — 1,801,047 Intercompany Notes Payable — 649,824 41,574 (691,398 ) — Deferred Income Taxes — 156,727 27,806 (2,871 ) 181,662 Other Noncurrent Liabilities 31,668 60,213 27,549 — 119,430 Stockholders’ Equity 2,720,657 2,614,321 881,685 (3,496,006 ) 2,720,657 Total Liabilities and Stockholders’ Equity $ 3,975,222 $ 3,831,804 $ 1,961,534 $ (4,195,068 ) $ 5,573,492 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Three Months Ended June 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,269,541 $ 599,744 $ (31,215 ) $ 1,838,070 Cost of goods sold — 770,026 375,315 (31,215 ) 1,114,126 Gross margin — 499,515 224,429 — 723,944 Facility and warehouse expenses — 100,289 36,090 — 136,379 Distribution expenses — 102,753 47,286 — 150,039 Selling, general and administrative expenses 8,761 119,958 77,077 — 205,796 Restructuring and acquisition related expenses — 1,185 478 — 1,663 Depreciation and amortization 39 19,873 9,870 — 29,782 Operating (loss) income (8,800 ) 155,457 53,628 — 200,285 Other expense (income): Interest expense (income), net 12,241 (172 ) 2,553 — 14,622 Intercompany interest (income) expense, net (10,378 ) 7,056 3,322 — — Change in fair value of contingent consideration liabilities — 55 70 — 125 Other expense (income), net 2 (1,161 ) 1,131 — (28 ) Total other expense, net 1,865 5,778 7,076 — 14,719 (Loss) income before (benefit) provision for income taxes (10,665 ) 149,679 46,552 — 185,566 (Benefit) provision for income taxes (4,294 ) 59,495 9,481 — 64,682 Equity in earnings of unconsolidated subsidiaries — 19 (1,181 ) — (1,162 ) Equity in earnings of subsidiaries 126,093 7,335 — (133,428 ) — Net income $ 119,722 $ 97,538 $ 35,890 $ (133,428 ) $ 119,722 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Three Months Ended June 30, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,179,984 $ 561,876 $ (32,728 ) $ 1,709,132 Cost of goods sold — 717,251 353,550 (32,728 ) 1,038,073 Gross margin — 462,733 208,326 — 671,059 Facility and warehouse expenses — 93,086 35,420 — 128,506 Distribution expenses — 97,846 48,698 — 146,544 Selling, general and administrative expenses 7,099 113,029 66,457 — 186,585 Restructuring and acquisition related expenses — 3,496 2,405 — 5,901 Depreciation and amortization 59 20,296 9,572 — 29,927 Operating (loss) income (7,158 ) 134,980 45,774 — 173,596 Other expense (income): Interest expense, net 12,576 44 3,008 — 15,628 Intercompany interest (income) expense, net (10,866 ) 4,051 6,815 — — Change in fair value of contingent consideration liabilities — (847 ) 57 — (790 ) Other (income) expense, net (59 ) (1,617 ) 769 — (907 ) Total other expense, net 1,651 1,631 10,649 — 13,931 (Loss) income before (benefit) provision for income taxes (8,809 ) 133,349 35,125 — 159,665 (Benefit) provision for income taxes (3,687 ) 50,518 7,510 — 54,341 Equity in earnings of unconsolidated subsidiaries — 15 (457 ) — (442 ) Equity in earnings of subsidiaries 110,004 9,631 — (119,635 ) — Net income $ 104,882 $ 92,477 $ 27,158 $ (119,635 ) $ 104,882 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Six Months Ended June 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 2,495,449 $ 1,182,687 $ (66,154 ) $ 3,611,982 Cost of goods sold — 1,510,829 743,884 (66,154 ) 2,188,559 Gross margin — 984,620 438,803 — 1,423,423 Facility and warehouse expenses — 198,050 70,986 — 269,036 Distribution expenses — 198,745 93,008 — 291,753 Selling, general and administrative expenses 16,392 241,620 151,025 — 409,037 Restructuring and acquisition related expenses — 7,245 906 — 8,151 Depreciation and amortization 79 39,764 19,392 — 59,235 Operating (loss) income (16,471 ) 299,196 103,486 — 386,211 Other expense (income): Interest expense (income), net 24,555 (129 ) 5,102 — 29,528 Intercompany interest (income) expense, net (21,201 ) 14,315 6,886 — — Change in fair value of contingent consideration liabilities — 110 166 — 276 Other expense (income), net 27 (2,951 ) 4,664 — 1,740 Total other expense, net 3,381 11,345 16,818 — 31,544 (Loss) income before (benefit) provision for income taxes (19,852 ) 287,851 86,668 — 354,667 (Benefit) provision for income taxes (8,049 ) 115,272 17,557 — 124,780 Equity in earnings of unconsolidated subsidiaries — 30 (3,100 ) — (3,070 ) Equity in earnings of subsidiaries 238,620 14,595 — (253,215 ) — Net income $ 226,817 $ 187,204 $ 66,011 $ (253,215 ) $ 226,817 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Six Months Ended June 30, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 2,320,304 $ 1,076,395 $ (61,790 ) $ 3,334,909 Cost of goods sold — 1,397,881 675,875 (61,790 ) 2,011,966 Gross margin — 922,423 400,520 — 1,322,943 Facility and warehouse expenses — 186,186 68,479 — 254,665 Distribution expenses — 192,730 91,143 — 283,873 Selling, general and administrative expenses 15,010 227,112 128,993 — 371,115 Restructuring and acquisition related expenses — 6,484 2,738 — 9,222 Depreciation and amortization 118 38,964 17,556 — 56,638 Operating (loss) income (15,128 ) 270,947 91,611 — 347,430 Other expense (income): Interest expense, net 26,245 115 5,386 — 31,746 Intercompany interest (income) expense, net (23,190 ) 10,072 13,118 — — Loss on debt extinguishment 324 — — — 324 Change in fair value of contingent consideration liabilities — (2,237 ) 225 — (2,012 ) Other (income) expense, net (74 ) (3,378 ) 2,449 — (1,003 ) Total other expense, net 3,305 4,572 21,178 — 29,055 (Loss) income before (benefit) provision for income taxes (18,433 ) 266,375 70,433 — 318,375 (Benefit) provision for income taxes (7,302 ) 100,739 14,925 — 108,362 Equity in earnings of unconsolidated subsidiaries — 15 (493 ) — (478 ) Equity in earnings of subsidiaries 220,666 18,377 — (239,043 ) — Net income $ 209,535 $ 184,028 $ 55,015 $ (239,043 ) $ 209,535 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Three Months Ended June 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 119,722 $ 97,538 $ 35,890 $ (133,428 ) $ 119,722 Other comprehensive income (loss), net of tax: Foreign currency translation 44,510 13,134 44,216 (57,350 ) 44,510 Net change in unrecognized gains/losses on derivative instruments, net of tax 918 — 191 (191 ) 918 Net change in unrealized gains/losses on pension plan, net of tax (21 ) — (21 ) 21 (21 ) Total other comprehensive income 45,407 13,134 44,386 (57,520 ) 45,407 Total comprehensive income $ 165,129 $ 110,672 $ 80,276 $ (190,948 ) $ 165,129 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Three Months Ended June 30, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 104,882 $ 92,477 $ 27,158 $ (119,635 ) $ 104,882 Other comprehensive income (loss), net of tax: Foreign currency translation 15,879 7,598 14,891 (22,489 ) 15,879 Net change in unrecognized gains/losses on derivative instruments, net of tax 457 — 296 (296 ) 457 Change in unrealized gain on pension plan, net of tax (30 ) — (30 ) 30 (30 ) Total other comprehensive income 16,306 7,598 15,157 (22,755 ) 16,306 Total comprehensive income $ 121,188 $ 100,075 $ 42,315 $ (142,390 ) $ 121,188 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Six Months Ended June 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 226,817 $ 187,204 $ 66,011 $ (253,215 ) $ 226,817 Other comprehensive (loss) income, net of tax: Foreign currency translation (10,300 ) (1,238 ) (8,583 ) 9,821 (10,300 ) Net change in unrecognized gains/losses on derivative instruments, net of tax 1,201 — 129 (129 ) 1,201 Net change in unrealized gains/losses on pension plan, net of tax 107 — 107 (107 ) 107 Total other comprehensive loss (8,992 ) (1,238 ) (8,347 ) 9,585 (8,992 ) Total comprehensive income $ 217,825 $ 185,966 $ 57,664 $ (243,630 ) $ 217,825 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Six Months Ended June 30, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 209,535 $ 184,028 $ 55,015 $ (239,043 ) $ 209,535 Other comprehensive income (loss), net of tax: Foreign currency translation 15,316 7,520 15,312 (22,832 ) 15,316 Net change in unrecognized gains/losses on derivative instruments, net of tax 1,250 — 181 (181 ) 1,250 Change in unrealized gain on pension plan, net of tax (67 ) — (67 ) 67 (67 ) Total other comprehensive income 16,499 7,520 15,426 (22,946 ) 16,499 Total comprehensive income $ 226,034 $ 191,548 $ 70,441 $ (261,989 ) $ 226,034 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Six Months Ended June 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 121,024 $ 188,713 $ 89,630 $ (116,668 ) $ 282,699 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (3 ) (34,791 ) (31,969 ) — (66,763 ) Investment and intercompany note activity with subsidiaries 30,818 — — (30,818 ) — Acquisitions, net of cash acquired — (6,583 ) (30,625 ) — (37,208 ) Other investing activities, net — 585 (5,794 ) — (5,209 ) Net cash provided by (used in) investing activities 30,815 (40,789 ) (68,388 ) (30,818 ) (109,180 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 3,288 — — — 3,288 Excess tax benefit from stock-based payments 6,737 — — — 6,737 Taxes paid related to net share settlements of stock-based compensation awards (5,243 ) — — — (5,243 ) Borrowings under revolving credit facilities 132,000 — 67,621 — 199,621 Repayments under revolving credit facilities (215,000 ) — (79,276 ) — (294,276 ) Repayments under term loans (11,250 ) — — — (11,250 ) Borrowings under receivables securitization facility — — 2,100 — 2,100 Repayments under receivables securitization facility — — (1,758 ) — (1,758 ) Repayments of other long-term debt (31,500 ) (596 ) (9,994 ) — (42,090 ) Payments of other obligations — (2,050 ) — — (2,050 ) Investment and intercompany note activity with parent — (32,051 ) 1,233 30,818 — Dividends — (116,668 ) — 116,668 — Net cash used in financing activities (120,968 ) (151,365 ) (20,074 ) 147,486 (144,921 ) Effect of exchange rate changes on cash and equivalents — 53 167 — 220 Net increase (decrease) in cash and equivalents 30,871 (3,388 ) 1,335 — 28,818 Cash and equivalents, beginning of period 14,930 32,103 67,572 — 114,605 Cash and equivalents, end of period $ 45,801 $ 28,715 $ 68,907 $ — $ 143,423 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Six Months Ended June 30, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ 149,099 $ 213,507 $ (60,182 ) $ (150,220 ) $ 152,204 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (32 ) (39,338 ) (27,961 ) — (67,331 ) Investment and intercompany note activity with subsidiaries (213,812 ) (607 ) — 214,419 — Acquisitions, net of cash acquired — (518,736 ) (116,596 ) — (635,332 ) Other investing activities, net — 420 (79 ) — 341 Net cash used in investing activities (213,844 ) (558,261 ) (144,636 ) 214,419 (702,322 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 4,207 — — — 4,207 Excess tax benefit from stock-based payments 9,747 — — — 9,747 Debt issuance costs (3,640 ) — (75 ) — (3,715 ) Borrowings under revolving credit facilities 633,000 — 527,461 — 1,160,461 Repayments under revolving credit facilities (625,000 ) — (49,432 ) — (674,432 ) Borrowings under term loans 11,250 — — — 11,250 Repayments under term loans (5,625 ) — — — (5,625 ) Borrowings under receivables securitization facility — — 80,000 — 80,000 Repayments of other long-term debt (1,920 ) (1,592 ) (10,017 ) — (13,529 ) Payments of other obligations — (407 ) (41,527 ) — (41,934 ) Settlement of foreign currency forward contract (19,959 ) — — — (19,959 ) Investment and intercompany note activity with parent — 497,100 (282,681 ) (214,419 ) — Dividends — (150,220 ) — 150,220 — Net cash provided by financing activities 2,060 344,881 223,729 (64,199 ) 506,471 Effect of exchange rate changes on cash and equivalents — (142 ) 2,865 — 2,723 Net (decrease) increase in cash and equivalents (62,685 ) (15 ) 21,776 — (40,924 ) Cash and equivalents, beginning of period 77,926 13,693 58,869 — 150,488 Cash and equivalents, end of period $ 15,241 $ 13,678 $ 80,645 $ — $ 109,564 |