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 U.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 U.S. 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 U.S. 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 U.S. 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 our 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 U.S. 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 our 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 the Parent, the Guarantors and the Non-Guarantors operated as independent entities. LKQ CORPORATION AND SUBSIDIARIES Condensed Consolidating Statements of Income (In thousands) Year Ended December 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 5,467,430 $ 3,301,503 $ (184,902 ) $ 8,584,031 Cost of goods sold — 3,313,503 2,103,727 (184,902 ) 5,232,328 Gross margin — 2,153,927 1,197,776 — 3,351,703 Facility and warehouse expenses — 475,487 213,431 — 688,918 Distribution expenses — 453,192 230,620 — 683,812 Selling, general and administrative expenses 34,163 521,909 430,308 — 986,380 Restructuring and acquisition related expenses — 21,162 16,600 — 37,762 Depreciation and amortization 132 94,165 97,136 — 191,433 Operating (loss) income (34,295 ) 588,012 209,681 — 763,398 Other expense (income): Interest expense 59,415 547 28,301 — 88,263 Intercompany interest (income) expense, net (27,470 ) 17,124 10,346 — — Loss on debt extinguishment 2,894 — 23,756 — 26,650 Gain on foreign exchange contracts - acquisition related (18,342 ) — — — (18,342 ) Gain on bargain purchase — — (8,207 ) — (8,207 ) Interest and other expense (income), net 470 (3,773 ) 1,056 — (2,247 ) Total other expense, net 16,967 13,898 55,252 — 86,117 (Loss) income from continuing operations before (benefit) provision for income taxes (51,262 ) 574,114 154,429 — 677,281 (Benefit) provision for income taxes (20,498 ) 213,794 27,270 — 220,566 Equity in earnings (loss) of unconsolidated subsidiaries (795 ) — 203 — (592 ) Equity in earnings of subsidiaries 487,682 22,314 — (509,996 ) — Income from continuing operations 456,123 382,634 127,362 (509,996 ) 456,123 Income from discontinued operations, net of tax 7,852 7,852 3,285 (11,137 ) 7,852 Net income $ 463,975 $ 390,486 $ 130,647 $ (521,133 ) $ 463,975 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 — — Interest and other expense (income), net 99 (7,414 ) 5,052 — (2,263 ) Total other expense, net 5,821 22,199 27,577 — 55,597 (Loss) income from continuing operations 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 (loss) 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 Interest and other expense (income), net 230 (8,359 ) 5,243 — (2,886 ) Total other expense, net 2,634 16,141 43,205 — 61,980 (Loss) income from continuing operations 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 (loss) 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 Comprehensive Income (In thousands) Year Ended December 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 463,975 $ 390,486 $ 130,647 $ (521,133 ) $ 463,975 Other comprehensive (loss) income: Foreign currency translation (175,639 ) (48,914 ) (177,911 ) 226,825 (175,639 ) Net change in unrecognized gains/losses on derivative instruments, net of tax 9,023 133 389 (522 ) 9,023 Net change in unrealized gains/losses on pension plans, net of tax 4,911 3,962 1,061 (5,023 ) 4,911 Total other comprehensive loss (161,705 ) (44,819 ) (176,461 ) 221,280 (161,705 ) Total comprehensive income $ 302,270 $ 345,667 $ (45,814 ) $ (299,853 ) $ 302,270 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 plans, 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 gain on pension plans, 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 Balance Sheets (In thousands) December 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current Assets: Cash and equivalents $ 33,030 $ 35,360 $ 159,010 $ — $ 227,400 Receivables, net — 248,188 612,361 — 860,549 Intercompany receivables, net 2,805 11,237 8,837 (22,879 ) — Inventories — 1,149,763 785,474 — 1,935,237 Prepaid expenses and other current assets 1,640 43,165 42,963 — 87,768 Assets of discontinued operations — 357,788 98,852 — 456,640 Total Current Assets 37,475 1,845,501 1,707,497 (22,879 ) 3,567,594 Property and Equipment, net 239 527,705 283,632 — 811,576 Intangible Assets: Goodwill — 1,851,274 1,203,495 — 3,054,769 Other intangibles, net — 153,689 430,542 — 584,231 Investment in Subsidiaries 5,067,297 242,032 — (5,309,329 ) — Intercompany Notes Receivable 1,510,534 800,283 — (2,310,817 ) — Equity Method Investments — 336 183,131 — 183,467 Other Assets 59,726 25,177 22,347 (5,688 ) 101,562 Total Assets $ 6,675,271 $ 5,445,997 $ 3,830,644 $ (7,648,713 ) $ 8,303,199 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable $ 1,309 $ 244,074 $ 388,390 $ — $ 633,773 Intercompany payables, net 11,237 8,837 2,805 (22,879 ) — Accrued expenses: Accrued payroll-related liabilities 6,404 58,187 54,164 — 118,755 Self-insurance reserves — 39,059 489 — 39,548 Other accrued expenses 5,502 55,228 108,823 — 169,553 Other current liabilities 4,283 18,456 15,204 — 37,943 Current portion of long-term obligations 37,710 1,097 27,302 — 66,109 Liabilities of discontinued operations — 110,890 34,214 — 145,104 Total Current Liabilities 66,445 535,828 631,391 (22,879 ) 1,210,785 Long-Term Obligations, Excluding Current Portion 2,371,578 8,356 895,728 — 3,275,662 Intercompany Notes Payable 750,000 1,074,218 486,599 (2,310,817 ) — Deferred Income Taxes — 95,765 109,580 (5,688 ) 199,657 Other Noncurrent Liabilities 44,299 90,722 39,125 — 174,146 Stockholders’ Equity 3,442,949 3,641,108 1,668,221 (5,309,329 ) 3,442,949 Total Liabilities and Stockholders' Equity $ 6,675,271 $ 5,445,997 $ 3,830,644 $ (7,648,713 ) $ 8,303,199 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 ) — Inventories — 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 ) — Equity Method Investments — 628 2,127 — 2,755 Other Assets 35,649 27,556 16,091 (5,856 ) 73,440 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 Statements of Cash Flows (In thousands) Year Ended December 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 308,299 $ 539,318 $ 99,894 $ (312,497 ) $ 635,014 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (36 ) (120,761 ) (86,277 ) — (207,074 ) Investment and intercompany note activity with subsidiaries (1,720,732 ) — — 1,720,732 — Acquisitions, net of cash acquired — (685,278 ) (664,061 ) — (1,349,339 ) Proceeds from foreign exchange contracts 18,342 — — — 18,342 Other investing activities, net 3 (2,447 ) (169,413 ) — (171,857 ) Net cash used in investing activities (1,702,423 ) (808,486 ) (919,751 ) 1,720,732 (1,709,928 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 7,963 — — — 7,963 Taxes paid related to net share settlements of stock-based compensation awards (4,438 ) — — — (4,438 ) Debt issuance costs (7,104 ) — (9,450 ) — (16,554 ) Proceeds from issuance of Euro notes — — 563,450 — 563,450 Borrowings under revolving credit facilities 1,744,408 — 892,188 — 2,636,596 Repayments under revolving credit facilities (654,000 ) — (1,094,664 ) — (1,748,664 ) Borrowings under term loans 332,954 — 249,161 — 582,115 Repayments under term loans (10,898 ) — (244,894 ) — (255,792 ) Borrowings under receivables securitization facility — — 106,400 — 106,400 Repayments under receivables securitization facility — — (69,400 ) — (69,400 ) Repayments of other debt, net 653 (2,935 ) (28,874 ) — (31,156 ) Repayment of Rhiag debt and related payments — — (543,347 ) — (543,347 ) Payments of other obligations — (1,436 ) — (1,436 ) Investment and intercompany note activity with parent — 608,270 1,112,462 (1,720,732 ) — Dividends — (312,497 ) — 312,497 — Net cash provided by financing activities 1,409,538 291,402 933,032 (1,408,235 ) 1,225,737 Effect of exchange rate changes on cash and equivalents — (157 ) (3,547 ) — (3,704 ) Net increase in cash and equivalents 15,414 22,077 109,628 — 147,119 Cash and equivalents, beginning of period 17,616 13,432 56,349 — 87,397 Cash and equivalents of continuing and discontinued operations, end of period 33,030 35,509 165,977 — 234,516 Less: Cash and equivalents of discontinued operations, end of period — (149 ) (6,967 ) — (7,116 ) Cash and equivalents, end of period $ 33,030 $ 35,360 $ 159,010 $ — $ 227,400 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 $ 262,812 $ 393,422 $ 136,361 $ (248,313 ) $ 544,282 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 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 (193,413 ) (212,756 ) (13,969 ) 181,601 (238,537 ) 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 $ 289,035 $ 427,249 $ (53,348 ) $ (274,225 ) $ 388,711 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 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 125,020 311,725 267,834 (203,390 ) 501,189 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 |