Condensed Consolidating Financial Information | LKQ Corporation (the "Parent") issued, and the Guarantors have fully and unconditionally guaranteed, jointly and severally, the 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) March 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current Assets: Cash and equivalents $ 43,999 $ 13,907 $ 171,314 $ — $ 229,220 Receivables, net 345 272,075 610,162 — 882,582 Intercompany receivables, net 2,695 — 5,585 (8,280 ) — Inventory — 1,067,784 715,013 — 1,782,797 Prepaid expenses and other current assets 1,283 44,324 53,681 — 99,288 Total Current Assets 48,322 1,398,090 1,555,755 (8,280 ) 2,993,887 Property and Equipment, net 304 507,853 250,484 — 758,641 Intangible Assets: Goodwill — 1,640,904 1,434,389 — 3,075,293 Other intangibles, net — 136,639 311,091 — 447,730 Investment in Subsidiaries 4,200,443 293,960 — (4,494,403 ) — Intercompany Notes Receivable 611,585 32,158 — (643,743 ) — Other Assets 39,104 27,306 20,568 (5,672 ) 81,306 Total Assets $ 4,899,758 $ 4,036,910 $ 3,572,287 $ (5,152,098 ) $ 7,356,857 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 2,482 $ 253,466 341,878 $ — $ 597,826 Intercompany payables, net — 5,585 2,695 (8,280 ) — Accrued expenses: Accrued payroll-related liabilities 3,269 24,875 50,315 — 78,459 Other accrued expenses 15,885 77,709 139,694 — 233,288 Other current liabilities 23,464 16,802 24,206 — 64,472 Current portion of long-term obligations 16,284 1,540 57,541 — 75,365 Total Current Liabilities 61,384 379,977 616,329 (8,280 ) 1,049,410 Long-Term Obligations, Excluding Current Portion 1,567,271 6,425 1,169,501 — 2,743,197 Intercompany Notes Payable — 595,382 48,361 (643,743 ) — Deferred Income Taxes — 113,789 71,287 (5,672 ) 179,404 Other Noncurrent Liabilities 36,694 73,953 39,790 — 150,437 Stockholders’ Equity 3,234,409 2,867,384 1,627,019 (4,494,403 ) 3,234,409 Total Liabilities and Stockholders' Equity $ 4,899,758 $ 4,036,910 $ 3,572,287 $ (5,152,098 ) $ 7,356,857 LKQ CORPORATION AND SUBSIDIARIES Unaudited 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 Other accrued expenses 5,399 80,886 75,940 — 162,225 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 Unaudited Condensed Consolidating Statements of Income (In thousands) For the Three Months Ended March 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,318,167 $ 635,637 $ (32,328 ) $ 1,921,476 Cost of goods sold — 795,240 398,127 (32,328 ) 1,161,039 Gross margin — 522,927 237,510 — 760,437 Facility and warehouse expenses — 115,210 42,395 — 157,605 Distribution expenses — 104,154 48,189 — 152,343 Selling, general and administrative expenses 10,379 126,668 81,271 — 218,318 Restructuring and acquisition related expenses — 4,036 10,775 — 14,811 Depreciation and amortization 36 20,544 11,108 — 31,688 Operating (loss) income (10,415 ) 152,315 43,772 — 185,672 Other expense (income): Interest expense, net 12,117 143 2,332 — 14,592 Intercompany interest (income) expense, net (10,677 ) 6,590 4,087 — — Loss on debt extinguishment 2,894 — 23,756 — 26,650 Change in fair value of contingent consideration liabilities — 34 39 — 73 Gains on foreign exchange contracts - acquisition related (18,342 ) — — — (18,342 ) Other income, net (111 ) (2,834 ) (17 ) — (2,962 ) Total other (income) expense, net (14,119 ) 3,933 30,197 — 20,011 Income before provision for income taxes 3,704 148,382 13,575 — 165,661 Provision for income taxes 1,423 53,445 2,699 — 57,567 Equity in earnings of unconsolidated subsidiaries (795 ) 5 428 — (362 ) Equity in earnings of subsidiaries 106,246 11,942 — (118,188 ) — Net income $ 107,732 $ 106,884 $ 11,304 $ (118,188 ) $ 107,732 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Three Months Ended March 31, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,225,908 $ 582,943 $ (34,939 ) $ 1,773,912 Cost of goods sold — 740,803 368,569 (34,939 ) 1,074,433 Gross margin — 485,105 214,374 — 699,479 Facility and warehouse expenses — 97,761 34,896 — 132,657 Distribution expenses — 95,992 45,722 — 141,714 Selling, general and administrative expenses 7,631 121,662 73,948 — 203,241 Restructuring and acquisition related expenses — 6,060 428 — 6,488 Depreciation and amortization 40 19,891 9,522 — 29,453 Operating (loss) income (7,671 ) 143,739 49,858 — 185,926 Other expense (income): Interest expense, net 12,314 43 2,549 — 14,906 Intercompany interest (income) expense, net (10,823 ) 7,259 3,564 — — Change in fair value of contingent consideration liabilities — 55 96 — 151 Other expense (income), net 25 (1,790 ) 3,533 — 1,768 Total other expense, net 1,516 5,567 9,742 — 16,825 (Loss) income before (benefit) provision for income taxes (9,187 ) 138,172 40,116 — 169,101 (Benefit) provision for income taxes (3,755 ) 55,777 8,076 — 60,098 Equity in earnings of unconsolidated subsidiaries — 11 (1,919 ) — (1,908 ) Equity in earnings of subsidiaries 112,527 7,260 — (119,787 ) — Net income $ 107,095 $ 89,666 $ 30,121 $ (119,787 ) $ 107,095 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Three Months Ended March 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 107,732 $ 106,884 $ 11,304 $ (118,188 ) $ 107,732 Other comprehensive income (loss): Foreign currency translation 140 (2,855 ) (3,039 ) 5,894 140 Net change in unrecognized gains/losses on derivative instruments, net of tax 432 — 96 (96 ) 432 Net change in unrealized gains/losses on pension plan, net of tax 147 — 147 (147 ) 147 Total other comprehensive income (loss) 719 (2,855 ) (2,796 ) 5,651 719 Total comprehensive income $ 108,451 $ 104,029 $ 8,508 $ (112,537 ) $ 108,451 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Three Months Ended March 31, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 107,095 $ 89,666 $ 30,121 $ (119,787 ) $ 107,095 Other comprehensive (loss) income: Foreign currency translation (54,810 ) (14,372 ) (52,799 ) 67,171 (54,810 ) Net change in unrecognized gains/losses on derivative instruments, net of tax 283 — (62 ) 62 283 Change in unrealized gain on pension plan, net of tax 128 — 128 (128 ) 128 Total other comprehensive loss (54,399 ) (14,372 ) (52,733 ) 67,105 (54,399 ) Total comprehensive income (loss) $ 52,696 $ 75,294 $ (22,612 ) $ (52,682 ) $ 52,696 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Three Months Ended March 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 65,092 $ 77,907 $ 13,437 $ (26,229 ) $ 130,207 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment — (29,710 ) (20,683 ) — (50,393 ) Investment and intercompany note activity with subsidiaries (646,019 ) — — 646,019 — Acquisitions, net of cash acquired — — (603,735 ) — (603,735 ) Proceeds from foreign exchange contracts 18,342 — — — 18,342 Other investing activities, net — 188 10,574 — 10,762 Net cash used in investing activities (627,677 ) (29,522 ) (613,844 ) 646,019 (625,024 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 3,202 — — — 3,202 Excess tax benefit from stock-based payments 4,637 — — — 4,637 Taxes paid related to net share settlements of stock-based compensation awards (2,281 ) — — — (2,281 ) Debt issuance costs (5,907 ) — — — (5,907 ) Borrowings under revolving credit facilities 544,000 — 599,217 — 1,143,217 Repayments under revolving credit facilities (44,000 ) — (301,609 ) — (345,609 ) Borrowings under term loans 89,317 — 249,161 — 338,478 Borrowings under receivables securitization facility — — 97,000 — 97,000 Repayments under receivables securitization facility — — (63,000 ) — (63,000 ) (Repayments) borrowings of other debt, net — (946 ) 13,796 — 12,850 Repayment of Rhiag debt and related payments — — (543,347 ) — (543,347 ) Payments of other obligations — (1,437 ) — — (1,437 ) Investment and intercompany note activity with parent — (20,106 ) 666,125 (646,019 ) — Dividends — (25,069 ) (1,160 ) 26,229 — Net cash provided by (used in) financing activities 588,968 (47,558 ) 716,183 (619,790 ) 637,803 Effect of exchange rate changes on cash and equivalents — (352 ) (811 ) — (1,163 ) Net increase in cash and equivalents 26,383 475 114,965 — 141,823 Cash and equivalents, beginning of period 17,616 13,432 56,349 — 87,397 Cash and equivalents, end of period $ 43,999 $ 13,907 $ 171,314 $ — $ 229,220 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Three Months Ended March 31, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 110,976 $ 105,119 $ 33,305 $ (69,255 ) $ 180,145 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (4 ) (17,731 ) (8,361 ) — (26,096 ) Investment and intercompany note activity with subsidiaries 18,167 — — (18,167 ) — Acquisitions, net of cash acquired — (764 ) (100 ) — (864 ) Other investing activities, net — 74 (7,390 ) — (7,316 ) Net cash provided by (used in) investing activities 18,163 (18,421 ) (15,851 ) (18,167 ) (34,276 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 1,318 — — — 1,318 Excess tax benefit from stock-based payments 5,201 — — — 5,201 Taxes paid related to net share settlements of stock-based compensation awards (5,243 ) — — — (5,243 ) Borrowings under revolving credit facilities 38,000 — 47,030 — 85,030 Repayments under revolving credit facilities (118,000 ) — (37,073 ) — (155,073 ) Borrowings under term loans — — — — — Repayments under term loans (5,625 ) — — — (5,625 ) Borrowings under receivables securitization facility — — 2,100 — 2,100 Repayments of other debt, net (44 ) (504 ) (6,028 ) — (6,576 ) Payments of other obligations — (1,544 ) — — (1,544 ) Investment and intercompany note activity with parent — (18,779 ) 612 18,167 — Dividends — (69,255 ) — 69,255 — Net cash (used in) provided by financing activities (84,393 ) (90,082 ) 6,641 87,422 (80,412 ) Effect of exchange rate changes on cash and equivalents — 169 (4,739 ) — (4,570 ) Net increase (decrease) in cash and equivalents 44,746 (3,215 ) 19,356 — 60,887 Cash and equivalents, beginning of period 14,930 32,103 67,572 — 114,605 Cash and equivalents, end of period $ 59,676 $ 28,888 $ 86,928 $ — $ 175,492 |