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) September 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current Assets: Cash and equivalents $ 29,554 $ 30,333 $ 211,964 $ — $ 271,851 Receivables, net — 344,318 615,003 — 959,321 Intercompany receivables, net 3,517 — 24,462 (27,979 ) — Inventories, net — 1,177,357 735,211 — 1,912,568 Prepaid expenses and other current assets 17,502 57,061 77,238 — 151,801 Total Current Assets 50,573 1,609,069 1,663,878 (27,979 ) 3,295,541 Property, Plant and Equipment, net 274 697,601 325,832 — 1,023,707 Intangible Assets: Goodwill — 1,866,011 1,251,139 — 3,117,150 Other intangibles, net — 157,305 461,941 — 619,246 Investment in Subsidiaries 5,075,832 281,123 — (5,356,955 ) — Intercompany Notes Receivable 1,110,376 819,982 — (1,930,358 ) — Other Assets 41,580 81,946 32,354 (7,572 ) 148,308 Total Assets $ 6,278,635 $ 5,513,037 $ 3,735,144 $ (7,322,864 ) $ 8,203,952 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 1,246 $ 311,090 $ 370,383 $ — $ 682,719 Intercompany payables, net — 24,462 3,517 (27,979 ) — Accrued expenses: Accrued payroll-related liabilities 5,345 48,983 52,216 — 106,544 Other accrued expenses 12,920 96,875 128,507 — 238,302 Other current liabilities 284 17,546 28,984 — 46,814 Current portion of long-term obligations 22,410 2,469 49,950 — 74,829 Total Current Liabilities 42,205 501,425 633,557 (27,979 ) 1,149,208 Long-Term Obligations, Excluding Current Portion 2,015,977 9,214 1,164,154 — 3,189,345 Intercompany Notes Payable 750,000 1,094,324 86,034 (1,930,358 ) — Deferred Income Taxes — 112,552 121,702 (7,572 ) 226,682 Other Noncurrent Liabilities 43,176 127,770 40,494 — 211,440 Stockholders’ Equity 3,427,277 3,667,752 1,689,203 (5,356,955 ) 3,427,277 Total Liabilities and Stockholders' Equity $ 6,278,635 $ 5,513,037 $ 3,735,144 $ (7,322,864 ) $ 8,203,952 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 September 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,549,617 $ 909,040 $ (71,827 ) $ 2,386,830 Cost of goods sold — 982,278 592,967 (71,827 ) 1,503,418 Gross margin — 567,339 316,073 — 883,412 Facility and warehouse expenses — 123,923 59,125 — 183,048 Distribution expenses — 120,049 52,517 — 172,566 Selling, general and administrative expenses 8,095 138,131 117,146 — 263,372 Restructuring and acquisition related expenses — 7,266 1,146 — 8,412 Depreciation and amortization 32 24,885 28,099 — 53,016 Operating (loss) income (8,127 ) 153,085 58,040 — 202,998 Other expense (income): Interest expense, net 18,122 610 8,327 — 27,059 Intercompany interest (income) expense, net (8,796 ) 5,030 3,766 — — Other expense (income), net 17 (4,132 ) 836 — (3,279 ) Total other expense, net 9,343 1,508 12,929 — 23,780 (Loss) income before (benefit) provision for income taxes (17,470 ) 151,577 45,111 — 179,218 (Benefit) provision for income taxes (9,546 ) 57,012 9,331 — 56,797 Equity in earnings of unconsolidated subsidiaries — 251 16 — 267 Equity in earnings of subsidiaries 130,612 11,075 — (141,687 ) — Net income $ 122,688 $ 105,891 $ 35,796 $ (141,687 ) $ 122,688 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Three Months Ended September 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,263,397 $ 595,769 $ (27,434 ) $ 1,831,732 Cost of goods sold — 773,957 372,430 (27,434 ) 1,118,953 Gross margin — 489,440 223,339 — 712,779 Facility and warehouse expenses — 106,090 37,828 — 143,918 Distribution expenses — 105,519 53,249 — 158,768 Selling, general and administrative expenses 8,484 124,678 74,725 — 207,887 Restructuring and acquisition related expenses — 3,754 824 — 4,578 Depreciation and amortization 38 21,133 9,712 — 30,883 Operating (loss) income (8,522 ) 128,266 47,001 — 166,745 Other expense (income): Interest expense, net 12,049 460 2,213 — 14,722 Intercompany interest (income) expense, net (10,146 ) 7,183 2,963 — — Other expense (income), net 8 (2,441 ) (495 ) — (2,928 ) Total other expense, net 1,911 5,202 4,681 — 11,794 (Loss) income before (benefit) provision for income taxes (10,433 ) 123,064 42,320 — 154,951 (Benefit) provision for income taxes (4,012 ) 48,089 8,398 — 52,475 Equity in earnings of unconsolidated subsidiaries — 17 (1,147 ) — (1,130 ) Equity in earnings of subsidiaries 107,767 6,328 — (114,095 ) — Net income $ 101,346 $ 81,320 $ 32,775 $ (114,095 ) $ 101,346 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Nine Months Ended September 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 4,398,731 $ 2,498,594 $ (138,326 ) $ 6,758,999 Cost of goods sold — 2,728,874 1,602,655 (138,326 ) 4,193,203 Gross margin — 1,669,857 895,939 — 2,565,796 Facility and warehouse expenses — 357,782 161,541 — 519,323 Distribution expenses — 342,524 166,716 — 509,240 Selling, general and administrative expenses 27,361 397,287 311,195 — 735,843 Restructuring and acquisition related expenses — 18,384 13,919 — 32,303 Depreciation and amortization 101 68,890 68,242 — 137,233 Operating (loss) income (27,462 ) 484,990 174,326 — 631,854 Other expense (income): Interest expense, net 48,043 444 19,545 — 68,032 Intercompany interest (income) expense, net (21,828 ) 13,996 7,832 — — 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 (61 ) (7,216 ) 2,448 — (4,829 ) Total other expense, net 10,706 7,224 53,581 — 71,511 (Loss) income before (benefit) provision for income taxes (38,168 ) 477,766 120,745 — 560,343 (Benefit) provision for income taxes (19,103 ) 177,585 24,269 — 182,751 Equity in earnings of unconsolidated subsidiaries (795 ) 603 244 — 52 Equity in earnings of subsidiaries 397,504 23,448 — (420,952 ) — Net income $ 377,644 $ 324,232 $ 96,720 $ (420,952 ) $ 377,644 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Income (In thousands) For the Nine Months Ended September 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 3,758,846 $ 1,778,456 $ (93,588 ) $ 5,443,714 Cost of goods sold — 2,284,786 1,116,314 (93,588 ) 3,307,512 Gross margin — 1,474,060 662,142 — 2,136,202 Facility and warehouse expenses — 304,140 108,814 — 412,954 Distribution expenses — 304,264 146,257 — 450,521 Selling, general and administrative expenses 24,876 366,298 225,750 — 616,924 Restructuring and acquisition related expenses — 10,999 1,730 — 12,729 Depreciation and amortization 117 60,897 29,104 — 90,118 Operating (loss) income (24,993 ) 427,462 150,487 — 552,956 Other expense (income): Interest expense, net 36,604 331 7,315 — 44,250 Intercompany interest (income) expense, net (31,347 ) 21,498 9,849 — — Other expense (income), net 35 (5,282 ) 4,335 — (912 ) Total other expense, net 5,292 16,547 21,499 — 43,338 (Loss) income before (benefit) provision for income taxes (30,285 ) 410,915 128,988 — 509,618 (Benefit) provision for income taxes (12,061 ) 163,361 25,955 — 177,255 Equity in earnings of unconsolidated subsidiaries — 47 (4,247 ) — (4,200 ) Equity in earnings of subsidiaries 346,387 20,923 — (367,310 ) — Net income $ 328,163 $ 268,524 $ 98,786 $ (367,310 ) $ 328,163 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Three Months Ended September 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 122,688 $ 105,891 $ 35,796 $ (141,687 ) $ 122,688 Other comprehensive (loss) income: Foreign currency translation (12,317 ) (9,372 ) (11,450 ) 20,822 (12,317 ) Net change in unrecognized gains/losses on derivative instruments, net of tax 3,059 170 318 (488 ) 3,059 Net change in unrealized gains/losses on pension plans, net of tax 94 — 94 (94 ) 94 Total other comprehensive loss (9,164 ) (9,202 ) (11,038 ) 20,240 (9,164 ) Total comprehensive income $ 113,524 $ 96,689 $ 24,758 $ (121,447 ) $ 113,524 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Three Months Ended September 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 101,346 $ 81,320 $ 32,775 $ (114,095 ) $ 101,346 Other comprehensive (loss) income: Foreign currency translation (33,458 ) (11,459 ) (32,073 ) 43,532 (33,458 ) Net change in unrecognized gains/losses on derivative instruments, net of tax 612 — 14 (14 ) 612 Net change in unrealized gains/losses on pension plans, net of tax (25 ) — (25 ) 25 (25 ) Total other comprehensive loss (32,871 ) (11,459 ) (32,084 ) 43,543 (32,871 ) Total comprehensive income $ 68,475 $ 69,861 $ 691 $ (70,552 ) $ 68,475 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Nine Months Ended September 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 377,644 $ 324,232 $ 96,720 $ (420,952 ) $ 377,644 Other comprehensive (loss) income: Foreign currency translation (85,434 ) (27,343 ) (88,319 ) 115,662 (85,434 ) Net change in unrecognized gains/losses on derivative instruments, net of tax (123 ) 170 513 (683 ) (123 ) Net change in unrealized gains/losses on pension plans, net of tax 361 — 361 (361 ) 361 Total other comprehensive loss (85,196 ) (27,173 ) (87,445 ) 114,618 (85,196 ) Total comprehensive income $ 292,448 $ 297,059 $ 9,275 $ (306,334 ) $ 292,448 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Nine Months Ended September 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 328,163 $ 268,524 $ 98,786 $ (367,310 ) $ 328,163 Other comprehensive (loss) income: Foreign currency translation (43,758 ) (12,697 ) (40,656 ) 53,353 (43,758 ) Net change in unrecognized gains/losses on derivative instruments, net of tax 1,813 — 143 (143 ) 1,813 Change in unrealized gains/losses on pension plans, net of tax 82 — 82 (82 ) 82 Total other comprehensive loss (41,863 ) (12,697 ) (40,431 ) 53,128 (41,863 ) Total comprehensive income $ 286,300 $ 255,827 $ 58,355 $ (314,182 ) $ 286,300 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Nine Months Ended September 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 240,495 $ 404,164 $ 119,623 $ (240,131 ) $ 524,151 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (36 ) (89,917 ) (62,793 ) — (152,746 ) Investment and intercompany note activity with subsidiaries (1,285,939 ) — — 1,285,939 — Acquisitions, net of cash acquired — (666,052 ) (635,075 ) — (1,301,127 ) Proceeds from foreign exchange contracts 18,342 — — — 18,342 Other investing activities, net — (452 ) 11,293 — 10,841 Net cash used in investing activities (1,267,633 ) (756,421 ) (686,575 ) 1,285,939 (1,424,690 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 7,525 — — — 7,525 Taxes paid related to net share settlements of stock-based compensation awards (4,440 ) — — — (4,440 ) Debt issuance costs (7,079 ) — (9,325 ) — (16,404 ) Proceeds from issuance of Euro notes — — 563,450 — 563,450 Borrowings under revolving credit facilities 1,304,000 — 657,702 — 1,961,702 Repayments under revolving credit facilities (344,000 ) — (895,234 ) — (1,239,234 ) Borrowings under term loans 89,317 — 249,161 — 338,478 Repayments under term loans (6,247 ) — (3,214 ) — (9,461 ) Borrowings under receivables securitization facility — — 100,480 — 100,480 Repayments under receivables securitization facility — — (66,500 ) — (66,500 ) Repayments of other debt, net — (2,270 ) (92 ) — (2,362 ) Repayment of Rhiag debt and related payments — — (543,347 ) — (543,347 ) Payments of other obligations — (1,405 ) — — (1,405 ) Investment and intercompany note activity with parent — 612,961 672,978 (1,285,939 ) — Dividends — (240,131 ) — 240,131 — Net cash provided by financing activities 1,039,076 369,155 726,059 (1,045,808 ) 1,088,482 Effect of exchange rate changes on cash and equivalents — 3 (3,492 ) — (3,489 ) Net increase in cash and equivalents 11,938 16,901 155,615 — 184,454 Cash and equivalents, beginning of period 17,616 13,432 56,349 — 87,397 Cash and equivalents, end of period $ 29,554 $ 30,333 $ 211,964 $ — $ 271,851 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Nine Months Ended September 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 257,660 $ 329,740 $ 136,686 $ (219,091 ) $ 504,995 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (3 ) (49,023 ) (50,547 ) — (99,573 ) Investment and intercompany note activity with subsidiaries (66,644 ) — — 66,644 — Acquisitions, net of cash acquired — (120,766 ) (36,591 ) — (157,357 ) Other investing activities, net — 8,832 (5,658 ) — 3,174 Net cash used in investing activities (66,647 ) (160,957 ) (92,796 ) 66,644 (253,756 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 7,534 — — — 7,534 Taxes paid related to net share settlements of stock-based compensation awards (7,423 ) — — — (7,423 ) Borrowings under revolving credit facilities 207,000 — 75,421 — 282,421 Repayments under revolving credit facilities (347,000 ) — (86,840 ) — (433,840 ) Repayments under term loans (16,875 ) — — — (16,875 ) Borrowings under receivables securitization facility — — 3,858 — 3,858 Repayments under receivables securitization facility — — (8,958 ) — (8,958 ) Repayments of other debt, net (31,500 ) (5,962 ) (13,381 ) — (50,843 ) Payments of other obligations — (1,596 ) (895 ) — (2,491 ) Investment and intercompany note activity with parent — 62,540 4,104 (66,644 ) — Dividends — (219,091 ) — 219,091 — Net cash used in financing activities (188,264 ) (164,109 ) (26,691 ) 152,447 (226,617 ) Effect of exchange rate changes on cash and equivalents — 237 (2,378 ) — (2,141 ) Net increase in cash and equivalents 2,749 4,911 14,821 — 22,481 Cash and equivalents, beginning of period 14,930 32,103 67,572 — 114,605 Cash and equivalents, end of period $ 17,679 $ 37,014 $ 82,393 $ — $ 137,086 |