Condensed Consolidating Financial Information | LKQ Corporation (the "Parent") issued, and 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 unaudited 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 revenue and expenses. The unaudited condensed consolidating financial statements below have been prepared from our 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 Statements of Income (In thousands) For the Three Months Ended March 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Revenue $ — $ 1,453,516 $ 929,971 $ (40,644 ) $ 2,342,843 Cost of goods sold — 863,375 590,019 (40,644 ) 1,412,750 Gross margin — 590,141 339,952 — 930,093 Facility and warehouse expenses — 127,803 61,977 — 189,780 Distribution expenses — 120,430 65,380 — 185,810 Selling, general and administrative expenses 9,183 137,295 120,749 — 267,227 Restructuring and acquisition related expenses — 1,883 1,045 — 2,928 Depreciation and amortization 30 23,481 25,145 — 48,656 Operating (loss) income (9,213 ) 179,249 65,656 — 235,692 Other expense (income): Interest expense, net 16,180 198 7,610 — 23,988 Intercompany interest (income) expense, net (5,672 ) 1,019 4,653 — — Other expense (income), net 291 (169 ) (1,168 ) — (1,046 ) Total other expense, net 10,799 1,048 11,095 — 22,942 (Loss) income from continuing operations before (benefit) provision for income taxes (20,012 ) 178,201 54,561 — 212,750 (Benefit) provision for income taxes (7,437 ) 70,038 9,554 — 72,155 Equity in (loss) earnings of unconsolidated subsidiaries (182 ) — 396 — 214 Equity in earnings of subsidiaries 153,566 4,813 — (158,379 ) — Income from continuing operations 140,809 112,976 45,403 (158,379 ) 140,809 (Loss) income from discontinued operations, net of tax (4,531 ) (4,531 ) 2,050 2,481 (4,531 ) Net income $ 136,278 $ 108,445 $ 47,453 $ (155,898 ) $ 136,278 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 Gains on foreign exchange contracts - acquisition related (18,342 ) — — — (18,342 ) Other income, net (111 ) (2,800 ) 22 — (2,889 ) Total other (income) expense, net (14,119 ) 3,933 30,197 — 20,011 Income from continuing operations before provision for income taxes 3,704 148,382 13,575 — 165,661 Provision for income taxes 113 50,316 2,699 — 53,128 Equity in (loss) earnings of unconsolidated subsidiaries (795 ) 5 428 — (362 ) Equity in earnings of subsidiaries 109,375 11,942 — (121,317 ) — Net income $ 112,171 $ 110,013 $ 11,304 $ (121,317 ) $ 112,171 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Statements of Comprehensive Income (In thousands) For the Three Months Ended March 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Net income $ 136,278 $ 108,445 $ 47,453 $ (155,898 ) $ 136,278 Other comprehensive income (loss): Foreign currency translation 21,579 3,878 21,132 (25,010 ) 21,579 Net change in unrecognized gains/losses on derivative instruments, net of tax 3,163 (133 ) — 133 3,163 Net change in unrealized gains/losses on pension plans, net of tax (3,041 ) (2,805 ) (236 ) 3,041 (3,041 ) Net change in other comprehensive loss from unconsolidated subsidiaries (162 ) — (162 ) 162 (162 ) Total other comprehensive income 21,539 940 20,734 (21,674 ) 21,539 Total comprehensive income $ 157,817 $ 109,385 $ 68,187 $ (177,572 ) $ 157,817 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 $ 112,171 $ 110,013 $ 11,304 $ (121,317 ) $ 112,171 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 plans, net of tax 147 — 147 (147 ) 147 Total other comprehensive income (loss) 719 (2,855 ) (2,796 ) 5,651 719 Total comprehensive income $ 112,890 $ 107,158 $ 8,508 $ (115,666 ) $ 112,890 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands) March 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 22,256 $ 24,529 $ 217,829 $ — $ 264,614 Receivables, net — 318,249 655,421 — 973,670 Intercompany receivables, net 2,953 — 7,026 (9,979 ) — Inventories — 1,170,190 808,275 — 1,978,465 Prepaid expenses and other current assets 1,448 46,405 53,524 — 101,377 Total current assets 26,657 1,559,373 1,742,075 (9,979 ) 3,318,126 Property and equipment, net 209 531,214 277,785 — 809,208 Intangible assets: Goodwill — 1,895,497 1,225,347 — 3,120,844 Other intangibles, net — 152,905 423,546 — 576,451 Investment in subsidiaries 5,231,012 73,592 — (5,304,604 ) — Intercompany notes receivable 1,175,881 780,686 — (1,956,567 ) — Equity method investments — 336 184,926 — 185,262 Other assets 62,204 30,525 23,388 (3,762 ) 112,355 Total assets $ 6,495,963 $ 5,024,128 $ 3,877,067 $ (7,274,912 ) $ 8,122,246 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 2,030 $ 273,002 $ 376,085 $ — $ 651,117 Intercompany payables, net — 7,026 2,953 (9,979 ) — Accrued expenses: Accrued payroll-related liabilities 3,321 29,714 56,942 — 89,977 Other accrued expenses 12,360 96,416 134,242 — 243,018 Other current liabilities 38,465 25,174 19,962 — 83,601 Current portion of long-term obligations 36,011 686 55,291 — 91,988 Total current liabilities 92,187 432,018 645,475 (9,979 ) 1,159,701 Long-term obligations, excluding current portion 1,996,134 7,871 929,272 — 2,933,277 Intercompany notes payable 750,000 738,026 468,541 (1,956,567 ) — Deferred income taxes 183 118,208 106,875 (3,762 ) 221,504 Other noncurrent liabilities 50,588 111,474 38,831 — 200,893 Stockholders’ equity 3,606,871 3,616,531 1,688,073 (5,304,604 ) 3,606,871 Total liabilities and stockholders' equity $ 6,495,963 $ 5,024,128 $ 3,877,067 $ (7,274,912 ) $ 8,122,246 LKQ CORPORATION AND SUBSIDIARIES Unaudited Condensed Consolidating Balance Sheets (In thousands) December 31, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated Assets Current assets: Cash and cash 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 Other accrued expenses 5,502 94,287 109,312 — 209,101 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 Unaudited Condensed Consolidating Statements of Cash Flows (In thousands) For the Three Months Ended March 31, 2017 Parent Guarantors Non-Guarantors Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 118,537 $ 112,605 $ 35,789 $ (94,638 ) $ 172,293 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment — (18,226 ) (26,172 ) — (44,398 ) Investment and intercompany note activity with subsidiaries 249,828 — — (249,828 ) — Acquisitions, net of cash acquired — (74,937 ) (2,119 ) — (77,056 ) Proceeds from disposals of business/investment — 305,740 (4,443 ) — 301,297 Other investing activities, net — 1,008 306 — 1,314 Net cash provided by (used in) investing activities 249,828 213,585 (32,428 ) (249,828 ) 181,157 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 2,464 — — — 2,464 Taxes paid related to net share settlements of stock-based compensation awards (3,644 ) — — — (3,644 ) Borrowings under revolving credit facilities 10,000 — 35,239 — 45,239 Repayments under revolving credit facilities (376,966 ) — (12,347 ) — (389,313 ) Repayments under term loans (9,295 ) — — — (9,295 ) Repayments under receivables securitization facility — — (150 ) — (150 ) (Repayments) borrowings of other debt, net (1,698 ) (1,099 ) 26,110 — 23,313 Other financing activities, net — 5,000 — — 5,000 Investment and intercompany note activity with parent — (246,463 ) (3,365 ) 249,828 — Dividends — (94,638 ) — 94,638 — Net cash (used in) provided by financing activities (379,139 ) (337,200 ) 45,487 344,466 (326,386 ) Effect of exchange rate changes on cash and cash equivalents — 30 3,004 — 3,034 Net (decrease) increase in cash and cash equivalents (10,774 ) (10,980 ) 51,852 — 30,098 Cash and cash equivalents of continuing operations, beginning of period 33,030 35,360 159,010 — 227,400 Add: Cash and cash equivalents of discontinued operations, beginning of period — 149 6,967 — 7,116 Cash and cash equivalents of continuing and discontinued operations, beginning of period 33,030 35,509 165,977 — 234,516 Cash and cash equivalents, end of period $ 22,256 $ 24,529 $ 217,829 $ — $ 264,614 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 $ 69,729 $ 77,907 $ 13,437 $ (26,229 ) $ 134,844 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 disposals of business/investment — — 10,304 — 10,304 Proceeds from foreign exchange contracts 18,342 — — — 18,342 Other investing activities, net — 188 270 — 458 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 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 Payments 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 584,331 (47,558 ) 716,183 (619,790 ) 633,166 Effect of exchange rate changes on cash and cash equivalents — (352 ) (811 ) — (1,163 ) Net increase in cash and cash equivalents 26,383 475 114,965 — 141,823 Cash and cash equivalents, beginning of period 17,616 13,432 56,349 — 87,397 Cash and cash equivalents, end of period $ 43,999 $ 13,907 $ 171,314 $ — $ 229,220 |