Condensed Consolidating Financial Information | 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 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 revenues and expenses. The condensed consolidating financial statements below have been prepared from the Company's financial information on the same basis of accounting as the consolidated financial statements, and may not necessarily be indicative of the financial position, results of operations or cash flows had the Parent, Guarantors and Non-Guarantors operated as independent entities. LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Balance Sheets (In thousands) December 31, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current Assets: Cash and equivalents $ 17,616 $ 13,432 $ 56,349 $ — $ 87,397 Receivables, net — 214,502 375,658 — 590,160 Intercompany receivables, net 3 — 13,544 (13,547 ) — Inventory — 1,060,834 495,718 — 1,556,552 Prepaid expenses and other current assets 15,254 44,810 46,539 — 106,603 Total Current Assets 32,873 1,333,578 987,808 (13,547 ) 2,340,712 Property and Equipment, net 339 494,658 201,570 — 696,567 Intangible Assets: Goodwill — 1,640,745 678,501 — 2,319,246 Other intangibles, net — 141,537 73,580 — 215,117 Investment in Subsidiaries 3,456,837 285,284 — (3,742,121 ) — Intercompany Notes Receivable 630,717 61,764 — (692,481 ) — Other Assets 35,649 28,184 18,218 (5,856 ) 76,195 Total Assets $ 4,156,415 $ 3,985,750 $ 1,959,677 $ (4,454,005 ) $ 5,647,837 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 681 $ 229,519 $ 185,388 $ — $ 415,588 Intercompany payables, net — 13,544 3 (13,547 ) — Accrued expenses: Accrued payroll-related liabilities 4,395 48,698 33,434 — 86,527 Self-insurance reserves — 37,499 260 — 37,759 Other accrued expenses 5,399 43,387 75,680 — 124,466 Other current liabilities 284 15,953 15,359 — 31,596 Current portion of long-term obligations 21,041 1,425 33,568 — 56,034 Total Current Liabilities 31,800 390,025 343,692 (13,547 ) 751,970 Long-Term Obligations, Excluding Current Portion 976,353 7,487 544,828 — 1,528,668 Intercompany Notes Payable — 615,488 76,993 (692,481 ) — Deferred Income Taxes — 113,905 19,190 (5,856 ) 127,239 Other Noncurrent Liabilities 33,580 70,109 21,589 — 125,278 Stockholders’ Equity 3,114,682 2,788,736 953,385 (3,742,121 ) 3,114,682 Total Liabilities and Stockholders' Equity $ 4,156,415 $ 3,985,750 $ 1,959,677 $ (4,454,005 ) $ 5,647,837 LKQ CORPORATION AND SUBSIDIARIES 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 Prepaid expenses and other current assets 20,640 36,553 28,606 — 85,799 Total Current Assets 37,075 1,250,675 957,331 (9,408 ) 2,235,673 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 35,380 24,457 22,960 (7,138 ) 75,659 Total Assets $ 3,956,937 $ 3,768,954 $ 1,953,798 $ (4,203,950 ) $ 5,475,739 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 Self-Insurance reserves — 36,173 196 — 36,369 Other accrued expenses 8,061 47,684 72,034 — 127,779 Other current liabilities 283 16,197 15,720 — 32,200 Current portion of long-term obligations 53,595 4,599 3,744 — 61,938 Total Current Liabilities 70,696 344,158 339,058 (9,408 ) 744,504 Long-Term Obligations, Excluding Current Portion 1,133,916 6,561 643,733 — 1,784,210 Intercompany Notes Payable — 649,824 41,574 (691,398 ) — Deferred Income Taxes — 93,877 20,199 (7,138 ) 106,938 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 $ 3,956,937 $ 3,768,954 $ 1,953,798 $ (4,203,950 ) $ 5,475,739 LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Income (In thousands) Year Ended December 31, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 4,965,355 $ 2,357,655 $ (130,377 ) $ 7,192,633 Cost of goods sold — 3,010,820 1,478,661 (130,377 ) 4,359,104 Gross margin — 1,954,535 878,994 — 2,833,529 Facility and warehouse expenses — 408,828 147,213 — 556,041 Distribution expenses — 408,112 194,785 — 602,897 Selling, general and administrative expenses 32,946 490,530 304,857 — 828,333 Restructuring and acquisition related expenses — 13,962 5,549 — 19,511 Depreciation and amortization 154 82,058 39,908 — 122,120 Operating (loss) income (33,100 ) 551,045 186,682 — 704,627 Other expense (income): Interest expense 47,626 669 9,565 — 57,860 Intercompany interest (income) expense, net (41,904 ) 28,944 12,960 — — Change in fair value of contingent consideration liabilities — 230 224 — 454 Interest and other expense (income), net 99 (7,644 ) 4,828 — (2,717 ) Total other expense, net 5,821 22,199 27,577 — 55,597 (Loss) income before (benefit) provision for income taxes (38,921 ) 528,846 159,105 — 649,030 (Benefit) provision for income taxes (16,054 ) 205,176 30,581 — 219,703 Equity in earnings of unconsolidated subsidiaries (1,000 ) 59 (5,163 ) — (6,104 ) Equity in earnings of subsidiaries 447,090 24,632 — (471,722 ) — Net income $ 423,223 $ 348,361 $ 123,361 $ (471,722 ) $ 423,223 LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Income (In thousands) Year Ended December 31, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 4,649,391 $ 2,221,831 $ (131,158 ) $ 6,740,064 Cost of goods sold — 2,813,427 1,405,882 (131,158 ) 4,088,151 Gross margin — 1,835,964 815,949 — 2,651,913 Facility and warehouse expenses — 382,937 143,354 — 526,291 Distribution expenses — 389,430 187,911 — 577,341 Selling, general and administrative expenses 25,770 460,516 276,602 — 762,888 Restructuring and acquisition related expenses — 8,628 6,178 — 14,806 Depreciation and amortization 218 81,253 39,248 — 120,719 Operating (loss) income (25,988 ) 513,200 162,656 — 649,868 Other expense (income): Interest expense 50,636 635 13,271 — 64,542 Intercompany interest (income) expense, net (48,556 ) 23,865 24,691 — — Loss on debt extinguishment 324 — — — 324 Change in fair value of contingent consideration liabilities — (2,081 ) 230 — (1,851 ) Interest and other expense (income), net 230 (6,278 ) 5,013 — (1,035 ) Total other expense, net 2,634 16,141 43,205 — 61,980 (Loss) income before (benefit) provision for income taxes (28,622 ) 497,059 119,451 — 587,888 (Benefit) provision for income taxes (10,536 ) 190,456 24,344 — 204,264 Equity in earnings of unconsolidated subsidiaries — 40 (2,145 ) — (2,105 ) Equity in earnings of subsidiaries 399,605 28,846 — (428,451 ) — Net income $ 381,519 $ 335,489 $ 92,962 $ (428,451 ) $ 381,519 LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Income (In thousands) Year Ended December 31, 2013 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 3,576,269 $ 1,598,832 $ (112,573 ) $ 5,062,528 Cost of goods sold — 2,100,804 998,895 (112,573 ) 2,987,126 Gross margin — 1,475,465 599,937 — 2,075,402 Facility and warehouse expenses — 323,042 102,039 — 425,081 Distribution expenses — 297,908 134,039 — 431,947 Selling, general and administrative expenses 26,778 377,481 192,793 — 597,052 Restructuring and acquisition related expenses — 1,406 8,767 — 10,173 Depreciation and amortization 250 55,802 24,917 — 80,969 Operating (loss) income (27,028 ) 419,826 137,382 — 530,180 Other expense (income): Interest expense 42,442 640 8,102 — 51,184 Intercompany interest (income) expense, net (45,459 ) 21,978 23,481 — — Loss on debt extinguishment 2,795 — — — 2,795 Change in fair value of contingent consideration liabilities — (744 ) 3,248 — 2,504 Interest and other expense (income), net 252 (2,858 ) 476 — (2,130 ) Total other expense, net 30 19,016 35,307 — 54,353 (Loss) income before (benefit) provision for income taxes (27,058 ) 400,810 102,075 — 475,827 (Benefit) provision for income taxes (7,193 ) 151,369 20,028 — 164,204 Equity in earnings of subsidiaries 331,488 22,050 — (353,538 ) — Net income $ 311,623 $ 271,491 $ 82,047 $ (353,538 ) $ 311,623 LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Comprehensive Income (In thousands) Year Ended December 31, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 423,223 $ 348,361 $ 123,361 $ (471,722 ) $ 423,223 Other comprehensive (loss) income: Foreign currency translation (69,817 ) (20,359 ) (65,878 ) 86,237 (69,817 ) Net change in unrecognized gains/losses on derivative instruments, net of tax 2,469 — 294 (294 ) 2,469 Net change in unrealized gains/losses on pension plan, net of tax 2,103 — 2,103 (2,103 ) 2,103 Total other comprehensive loss (65,245 ) (20,359 ) (63,481 ) 83,840 (65,245 ) Total comprehensive income $ 357,978 $ 328,002 $ 59,880 $ (387,882 ) $ 357,978 LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Comprehensive Income (In thousands) Year Ended December 31, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 381,519 $ 335,489 $ 92,962 $ (428,451 ) $ 381,519 Other comprehensive (loss) income: Foreign currency translation (51,979 ) (17,710 ) (49,559 ) 67,269 (51,979 ) Net change in unrecognized gains/losses on derivative instruments, net of tax 2,195 — (444 ) 444 2,195 Net change in unrealized gains/losses on pension plan, net of tax (10,452 ) — (10,452 ) 10,452 (10,452 ) Total other comprehensive loss (60,236 ) (17,710 ) (60,455 ) 78,165 (60,236 ) Total comprehensive income $ 321,283 $ 317,779 $ 32,507 $ (350,286 ) $ 321,283 LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Comprehensive Income (In thousands) Year Ended December 31, 2013 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 311,623 $ 271,491 $ 82,047 $ (353,538 ) $ 311,623 Other comprehensive income: Foreign currency translation 14,056 7,168 15,495 (22,663 ) 14,056 Net change in unrecognized gains/losses on derivative instruments, net of tax 4,495 — 1,322 (1,322 ) 4,495 Net change in unrealized gain on pension plan, net of tax 701 — 701 (701 ) 701 Total other comprehensive income 19,252 7,168 17,518 (24,686 ) 19,252 Total comprehensive income $ 330,875 $ 278,659 $ 99,565 $ (378,224 ) $ 330,875 LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In thousands) Year Ended December 31, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 248,367 $ 393,422 $ 136,361 $ (248,313 ) $ 529,837 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (1 ) (85,868 ) (84,621 ) — (170,490 ) Investment and intercompany note activity with subsidiaries (66,712 ) — — 66,712 — Acquisitions, net of cash acquired — (118,963 ) (41,554 ) — (160,517 ) Other investing activities, net — 5,446 (4,432 ) — 1,014 Net cash used in investing activities (66,713 ) (199,385 ) (130,607 ) 66,712 (329,993 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 8,168 — — — 8,168 Excess tax benefit from stock-based payments 14,445 — — — 14,445 Taxes paid related to net share settlements of stock-based compensation awards (7,581 ) — — — (7,581 ) Debt issuance costs — — (97 ) — (97 ) Borrowings under revolving credit facilities 212,000 — 101,142 — 313,142 Repayments under revolving credit facilities (352,000 ) — (93,282 ) — (445,282 ) Repayments under term loans (22,500 ) — — — (22,500 ) Borrowings under receivables securitization facility — — 3,858 — 3,858 Repayments under receivables securitization facility — — (35,758 ) — (35,758 ) (Repayments) borrowings of other debt, net (31,500 ) (3,457 ) 5,261 — (29,696 ) Payments of other obligations — (21,896 ) (895 ) — (22,791 ) Investment and intercompany note activity with parent — 60,910 5,802 (66,712 ) — Dividends — (248,313 ) — 248,313 — Net cash used in financing activities (178,968 ) (212,756 ) (13,969 ) 181,601 (224,092 ) Effect of exchange rate changes on cash and equivalents — 48 (3,008 ) — (2,960 ) Net increase (decrease) in cash and equivalents 2,686 (18,671 ) (11,223 ) — (27,208 ) Cash and equivalents, beginning of period 14,930 32,103 67,572 — 114,605 Cash and equivalents, end of period $ 17,616 $ 13,432 $ 56,349 $ — $ 87,397 LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In thousands) Year Ended December 31, 2014 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ 271,221 $ 427,249 $ (53,348 ) $ (274,225 ) $ 370,897 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (44 ) (85,182 ) (55,724 ) — (140,950 ) Investment and intercompany note activity with subsidiaries (477,007 ) (608 ) — 477,615 — Acquisitions, net of cash acquired — (635,171 ) (140,750 ) — (775,921 ) Other investing activities, net — 768 (4,891 ) — (4,123 ) Net cash used in investing activities (477,051 ) (720,193 ) (201,365 ) 477,615 (920,994 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 9,324 — — — 9,324 Excess tax benefit from stock-based payments 17,814 — — — 17,814 Taxes paid related to net share settlements of stock-based compensation awards (443 ) — — — (443 ) Debt issuance costs (3,675 ) — (75 ) — (3,750 ) Borrowings under revolving credit facilities 867,000 — 720,644 — 1,587,644 Repayments under revolving credit facilities (727,000 ) — (371,518 ) — (1,098,518 ) Borrowings under term loans 11,250 — — — 11,250 Repayments under term loans (16,875 ) — — — (16,875 ) Borrowings under receivables securitization facility — — 95,050 — 95,050 Repayments under receivables securitization facility — — (150 ) — (150 ) Repayments of other debt, net (1,921 ) (2,310 ) (35,820 ) — (40,051 ) Payments of other obligations — (464 ) (41,528 ) — (41,992 ) Other financing activities, net (12,640 ) 12,340 — — (300 ) Investment and intercompany note activity with parent — 576,384 (98,769 ) (477,615 ) — Dividends — (274,225 ) — 274,225 — Net cash provided by financing activities 142,834 311,725 267,834 (203,390 ) 519,003 Effect of exchange rate changes on cash and equivalents — (371 ) (4,418 ) — (4,789 ) Net (decrease) increase in cash and equivalents (62,996 ) 18,410 8,703 — (35,883 ) Cash and equivalents, beginning of period 77,926 13,693 58,869 — 150,488 Cash and equivalents, end of period $ 14,930 $ 32,103 $ 67,572 $ — $ 114,605 LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Cash Flows (In thousands) Year Ended December 31, 2013 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 160,620 $ 260,567 $ 126,681 $ (119,812 ) $ 428,056 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment — (57,219 ) (32,967 ) — (90,186 ) Investment and intercompany note activity with subsidiaries (434,172 ) (84,894 ) — 519,066 — Acquisitions, net of cash acquired — (33,436 ) (374,948 ) — (408,384 ) Other investing activities, net — 1,191 (8,227 ) — (7,036 ) Net cash used in investing activities (434,172 ) (174,358 ) (416,142 ) 519,066 (505,606 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 15,392 — — — 15,392 Excess tax benefit from stock-based payments 18,348 — — — 18,348 Debt issuance costs (16,858 ) — (82 ) — (16,940 ) Proceeds from issuance of senior notes 600,000 — — — 600,000 Borrowings under revolving credit facilities 315,000 — 122,023 — 437,023 Repayments under revolving credit facilities (616,000 ) — (132,086 ) — (748,086 ) Borrowings under term loans 35,000 — — — 35,000 Repayments under term loans (16,875 ) — — — (16,875 ) Borrowings under receivables securitization facility — — 41,500 — 41,500 Repayments under receivables securitization facility — — (121,500 ) — (121,500 ) Repayments of other debt, net (925 ) (8,930 ) (35,207 ) — (45,062 ) Payments of other obligations — (473 ) (32,386 ) — (32,859 ) Investment and intercompany note activity with parent — 38,446 480,620 (519,066 ) — Dividends — (119,812 ) — 119,812 — Net cash provided by (used in) financing activities 333,082 (90,769 ) 322,882 (399,254 ) 165,941 Effect of exchange rate changes on cash and equivalents — — 2,327 — 2,327 Net increase (decrease) in cash and equivalents 59,530 (4,560 ) 35,748 — 90,718 Cash and equivalents, beginning of period 18,396 18,253 23,121 — 59,770 Cash and equivalents, end of period $ 77,926 $ 13,693 $ 58,869 $ — $ 150,488 |