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) June 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current Assets: Cash and equivalents $ 52,144 $ 31,140 $ 189,919 $ — $ 273,203 Receivables, net — 372,413 622,740 — 995,153 Intercompany receivables, net 14,864 11,224 — (26,088 ) — Inventories, net — 1,203,556 686,980 — 1,890,536 Prepaid expenses and other current assets 2,083 53,520 83,933 — 139,536 Total Current Assets 69,091 1,671,853 1,583,572 (26,088 ) 3,298,428 Property, Plant and Equipment, net 271 743,265 311,510 — 1,055,046 Intangible Assets: Goodwill — 1,825,033 1,234,455 — 3,059,488 Other intangibles, net — 161,257 469,103 — 630,360 Investment in Subsidiaries 5,038,195 278,799 — (5,316,994 ) — Intercompany Notes Receivable 1,130,732 780,340 — (1,911,072 ) — Other Assets 41,418 80,687 28,361 (7,844 ) 142,622 Total Assets $ 6,279,707 $ 5,541,234 $ 3,627,001 $ (7,261,998 ) $ 8,185,944 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 1,669 $ 355,545 $ 377,924 $ — $ 735,138 Intercompany payables, net — — 26,088 (26,088 ) — Accrued expenses: Accrued payroll-related liabilities 4,726 48,724 49,512 — 102,962 Other accrued expenses 5,085 90,554 133,017 — 228,656 Other current liabilities 283 16,820 23,691 — 40,794 Current portion of long-term obligations 19,262 2,826 38,744 — 60,832 Total Current Liabilities 31,025 514,469 648,976 (26,088 ) 1,168,382 Long-Term Obligations, Excluding Current Portion 2,146,730 8,449 1,119,450 — 3,274,629 Intercompany Notes Payable 750,000 1,114,430 46,642 (1,911,072 ) — Deferred Income Taxes — 111,766 121,416 (7,844 ) 225,338 Other Noncurrent Liabilities 44,313 124,822 40,821 — 209,956 Stockholders’ Equity 3,307,639 3,667,298 1,649,696 (5,316,994 ) 3,307,639 Total Liabilities and Stockholders' Equity $ 6,279,707 $ 5,541,234 $ 3,627,001 $ (7,261,998 ) $ 8,185,944 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 ) — Inventories, net — 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, Plant 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 June 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,530,947 $ 953,917 $ (34,171 ) $ 2,450,693 Cost of goods sold — 951,356 611,561 (34,171 ) 1,528,746 Gross margin — 579,591 342,356 — 921,947 Facility and warehouse expenses — 118,649 60,021 — 178,670 Distribution expenses — 118,321 66,010 — 184,331 Selling, general and administrative expenses 8,887 132,488 112,778 — 254,153 Restructuring and acquisition related expenses — 7,082 1,998 — 9,080 Depreciation and amortization 33 23,461 29,035 — 52,529 Operating (loss) income (8,920 ) 179,590 72,514 — 243,184 Other expense (income): Interest expense (income), net 17,804 (309 ) 8,886 — 26,381 Intercompany interest (income) expense, net (2,355 ) 2,376 (21 ) — — Other expense (income), net 33 (284 ) 1,590 — 1,339 Total other expense, net 15,482 1,783 10,455 — 27,720 (Loss) income before (benefit) provision for income taxes (24,402 ) 177,807 62,059 — 215,464 (Benefit) provision for income taxes (9,384 ) 72,019 12,239 — 74,874 Equity in earnings of unconsolidated subsidiaries — 347 (200 ) — 147 Equity in earnings of subsidiaries 155,755 431 — (156,186 ) — Net income $ 140,737 $ 106,566 $ 49,620 $ (156,186 ) $ 140,737 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 — — Other expense (income), net 2 (1,106 ) 1,201 — 97 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 Six Months Ended June 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 2,849,114 $ 1,589,554 $ (66,499 ) $ 4,372,169 Cost of goods sold — 1,746,596 1,009,688 (66,499 ) 2,689,785 Gross margin — 1,102,518 579,866 — 1,682,384 Facility and warehouse expenses — 233,859 102,416 — 336,275 Distribution expenses — 222,475 114,199 — 336,674 Selling, general and administrative expenses 19,266 259,156 194,049 — 472,471 Restructuring and acquisition related expenses — 11,118 12,773 — 23,891 Depreciation and amortization 69 44,005 40,143 — 84,217 Operating (loss) income (19,335 ) 331,905 116,286 — 428,856 Other expense (income): Interest expense (income), net 29,921 (166 ) 11,218 — 40,973 Intercompany interest (income) expense, net (13,032 ) 8,966 4,066 — — Loss on debt extinguishment 2,894 — 23,756 — 26,650 Gains on foreign exchange contracts - acquisition related (18,342 ) — — — (18,342 ) Other (income) expense, net (78 ) (3,084 ) 1,612 — (1,550 ) Total other expense, net 1,363 5,716 40,652 — 47,731 (Loss) income before (benefit) provision for income taxes (20,698 ) 326,189 75,634 — 381,125 (Benefit) provision for income taxes (7,961 ) 125,464 14,938 — 132,441 Equity in earnings of unconsolidated subsidiaries (795 ) 352 228 — (215 ) Equity in earnings of subsidiaries 262,001 12,373 — (274,374 ) — Net income $ 248,469 $ 213,450 $ 60,924 $ (274,374 ) $ 248,469 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 — — Other expense (income), net 27 (2,841 ) 4,830 — 2,016 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 Comprehensive Income (In thousands) For the Three Months Ended June 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 140,737 $ 106,566 $ 49,620 $ (156,186 ) $ 140,737 Other comprehensive (loss) income: Foreign currency translation (73,257 ) (15,116 ) (73,830 ) 88,946 (73,257 ) Net change in unrecognized gains/losses on derivative instruments, net of tax (3,614 ) — 99 (99 ) (3,614 ) Net change in unrealized gains/losses on pension plans, net of tax 120 — 120 (120 ) 120 Total other comprehensive loss (76,751 ) (15,116 ) (73,611 ) 88,727 (76,751 ) Total comprehensive income (loss) $ 63,986 $ 91,450 $ (23,991 ) $ (67,459 ) $ 63,986 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): 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 Change in unrealized gain on pension plans, 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 Six Months Ended June 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 248,469 $ 213,450 $ 60,924 $ (274,374 ) $ 248,469 Other comprehensive (loss) income: Foreign currency translation (73,117 ) (17,971 ) (76,869 ) 94,840 (73,117 ) Net change in unrecognized gains/losses on derivative instruments, net of tax (3,182 ) — 195 (195 ) (3,182 ) Net change in unrealized gains/losses on pension plans, net of tax 267 — 267 (267 ) 267 Total other comprehensive loss (76,032 ) (17,971 ) (76,407 ) 94,378 (76,032 ) Total comprehensive income (loss) $ 172,437 $ 195,479 $ (15,483 ) $ (179,996 ) $ 172,437 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: 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 Change in unrealized gains/losses on pension plans, 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 Cash Flows (In thousands) For the Six Months Ended June 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 136,098 $ 300,978 $ 66,346 $ (148,192 ) $ 355,230 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (2 ) (57,742 ) (44,575 ) — (102,319 ) Investment and intercompany note activity with subsidiaries (1,293,298 ) (34,448 ) — 1,327,746 — Acquisitions, net of cash acquired — (661,852 ) (606,989 ) — (1,268,841 ) Proceeds from foreign exchange contracts 18,342 — — — 18,342 Other investing activities, net — 400 10,913 — 11,313 Net cash used in investing activities (1,274,958 ) (753,642 ) (640,651 ) 1,327,746 (1,341,505 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 4,889 — — — 4,889 Excess tax benefit from stock-based payments 6,685 — — — 6,685 Taxes paid related to net share settlements of stock-based compensation awards (2,281 ) — — — (2,281 ) Debt issuance costs (7,100 ) — (9,071 ) — (16,171 ) Proceeds from issuance of Euro notes — — 563,450 — 563,450 Borrowings under revolving credit facilities 1,204,000 — 618,020 — 1,822,020 Repayments under revolving credit facilities (119,000 ) — (893,362 ) — (1,012,362 ) Borrowings under term loans 89,317 — 249,161 — 338,478 Repayments under term loans (3,122 ) — (1,599 ) — (4,721 ) Borrowings under receivables securitization facility — — 97,000 — 97,000 Repayments under receivables securitization facility — — (66,480 ) — (66,480 ) Repayments of other debt, net — (1,657 ) (6,167 ) — (7,824 ) Repayment of Rhiag debt and related payments — — (543,347 ) — (543,347 ) Payments of other obligations — (1,371 ) — — (1,371 ) Investment and intercompany note activity with parent — 621,619 706,127 (1,327,746 ) — Dividends — (148,192 ) — 148,192 — Net cash provided by financing activities 1,173,388 470,399 713,732 (1,179,554 ) 1,177,965 Effect of exchange rate changes on cash and equivalents — (27 ) (5,857 ) — (5,884 ) Net increase in cash and equivalents 34,528 17,708 133,570 — 185,806 Cash and equivalents, beginning of period 17,616 13,432 56,349 — 87,397 Cash and equivalents, end of period $ 52,144 $ 31,140 $ 189,919 $ — $ 273,203 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, plant 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 debt, net (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 |